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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 November 1, 2003
Commission File Number 0-19714
E COM VENTURES, INC.
State of Florida I.R.S. No. 65-0977964
251 International Parkway
Sunrise, Florida 33325
Telephone Number: (954) 335-9100
Indicate by check mark whether the registrant, (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. YES |X| NO |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES |_| NO |X|
As of December 12, 2003, the registrant had 2,433,384 shares of its common
stock, $0.01 par value, outstanding.
TABLE OF CONTENTS
E COM VENTURES, INC. AND SUBSIDIARIES
PART I
FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS (unaudited)........................................3
Consolidated Condensed Balance Sheets...................................3
Consolidated Condensed Statements of Operations.........................4
Consolidated Condensed Statements of Cash Flows.........................5
Notes to Consolidated Condensed Financial Statements....................6
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS..............................................10
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISKS...........................................................16
ITEM 4 CONTROLS AND PROCEDURES................................................16
PART II
OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS......................................................16
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS..............................16
ITEM 3 DEFAULTS UPON SENIOR SECURITIES........................................16
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....................16
ITEM 5 OTHER INFORMATION......................................................16
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K.......................................17
SIGNATURES ...................................................................18
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
E COM VENTURES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
November 1, 2003 February 1, 2003
---------------- ----------------
ASSETS:
Cash and cash equivalents $ 1,556,632 $ 2,964,645
Trade receivables, net 909,636 744,456
Advances to suppliers 1,285,059 1,814,935
Inventories, net 76,779,825 68,717,163
Prepaid expenses and other current assets 1,402,921 1,169,524
Investments available for sale 121,660 210,607
------------- -------------
Total current assets 82,055,733 75,621,330
Property and equipment, net 25,120,295 24,556,691
Goodwill, net 1,904,448 1,904,448
Other assets, net 982,055 1,340,155
------------- -------------
Total assets $ 110,062,531 $ 103,422,624
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilitites:
Bank line of credit $ 35,501,284 $ 32,081,831
Current portion of long-term debt -- 31,860
Trade payables 22,869,254 20,905,826
Trade payables - related parties 20,740,358 13,331,718
Accrued expenses and other liabilities 5,151,634 5,168,634
Subordinated note payable, affiliate 4,000,000 100,000
Current portion of obligations under capital leases 277,120 981,784
Convertible notes payable -- 1,215,215
------------- -------------
Total current liabilities 88,539,650 73,816,868
Long term portion of obligations under capital leases 7,812,372 7,752,315
------------- -------------
Total liabilities 96,352,022 81,569,183
------------- -------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.10 par value, 1,000,000
shares authorized, none issued -- --
Common stock, $.01 par value, 6,250,000 shares
authorized; 3,279,458 and 3,215,761 shares issued
in fiscal years 2003 and 2002, respectively 32,795 32,158
Additional paid-in capital 71,326,199 71,387,794
Treasury stock, at cost, 826,274 and 779,952 shares
in fiscal years 2003 and 2002, respectively (7,602,539) (7,085,940)
Accumulated deficit (49,607,661) (42,028,563)
Notes and interest receivable from shareholder and officers (323,384) (311,604)
Accumulated other comprehensive loss (114,901) (140,404)
------------- -------------
Total stockholders' equity 13,710,509 21,853,441
------------- -------------
Total liabilities and stockholders' equity $ 110,062,531 $ 103,422,624
============= =============
See accompanying notes to consolidated condensed financial statements.
3
E COM VENTURES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Thirteen Weeks Thirteen Weeks Thirty-Nine Weeks Thirty-Nine Weeks
Ended Ended Ended Ended
November 1, 2003 November 2, 2002 November 1, 2003 November 2, 2002
------------------ ------------------ ------------------- ------------------
Net sales $ 48,057,940 $ 43,112,160 $ 135,693,738 $ 131,370,000
Cost of goods sold 30,078,345 25,209,920 80,325,921 76,139,529
------------- ------------- ------------- -------------
Gross profit 17,979,595 17,902,240 55,367,817 55,230,471
------------- ------------- ------------- -------------
Operating expenses:
Selling, general and administrative 19,444,364 18,318,006 56,902,115 54,241,209
Provision for impairment of receivable
from affiliate -- 1,941,369 -- 1,941,369
Depreciation and amortization 1,586,774 1,469,191 4,510,912 4,416,271
------------- ------------- ------------- -------------
Total operating expenses 21,031,138 21,728,566 61,413,027 60,598,849
------------- ------------- ------------- -------------
Loss from operations (3,051,543) (3,826,326) (6,045,210) (5,368,378)
Interest expense, net (619,736) (423,517) (1,480,056) (1,507,719)
Realized loss on investments (53,832) (709,662) (53,832) (709,662)
------------- ------------- ------------- -------------
Net loss $ (3,725,111) $ (4,959,505) $ (7,579,098) $ (7,585,759)
============= ============= ============= =============
Net loss per common share:
Basic $ (1.51) $ (1.92) $ (3.07) $ (3.04)
============= ============= ============= =============
Diluted $ (1.51) $ (1.92) $ (3.07) $ (3.04)
============= ============= ============= =============
Weighted average number of common
shares outstanding:
Basic 2,468,336 2,583,331 2,469,547 2,495,840
============= ============= ============= =============
Diluted 2,468,336 2,583,331 2,469,547 2,495,840
============= ============= ============= =============
See accompanying notes to consolidated condensed financial statements.
4
E COM VENTURES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Thirty-Nine Weeks Ended Thirty-Nine Weeks Ended
November 1, 2003 November 2, 2002
----------------------- -----------------------
Cash flows from operating activities:
Net loss $ (7,579,098) $ (7,585,759)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Provision for impairment of receivable from affiliate -- 1,941,369
Provision for impairment of assets and store closing 364,930 440,470
Realized loss on investment 53,832 709,662
Depreciation and amortization 4,510,912 4,416,271
Change in operating assets and liabilities:
Trade receivables (165,180) (149,424)
Advances to suppliers 529,876 (2,279,184)
Inventories (8,062,662) (12,548,633)
Prepaid expenses and other current assets (245,177) 136,149
Due from affiliate -- (1,130,200)
Other assets 183,936 154,314
Trade payables 1,963,428 2,453,392
Trade payables - related parties 12,408,640 14,674,666
Accrued expenses and other liabilities (17,000) (696,650)
------------ ------------
Net cash provided by operating activities 3,946,437 536,443
------------ ------------
Cash flows from investing activities:
Additions to property and equipment (4,850,652) (1,132,706)
Proceeds from sale of investments 60,618 11,733
------------ ------------
Net cash used in investing activities (4,790,034) (1,120,973)
------------ ------------
Cash flows from financing activities:
Net borrowings under bank line of credit 3,419,453 5,998,280
Repayment of notes payable (31,860) (343,377)
Repayment of subordinated notes (1,100,000) (150,000)
Principal payments under capital lease obligations (1,059,237) (1,289,934)
Net advances to shareholders and officers -- (431,081)
Repayment of convertible notes payable (1,458,259) (2,758,157)
Exercise of stock options 182,086 3,132
Purchases of treasury stock (516,599) (47,302)
------------ ------------
Net cash (used in ) provided by financing activities (564,416) 981,561
------------ ------------
(Decrease) increase in cash and cash equivalents (1,408,013) 397,031
Cash and cash equivalents at beginning of period 2,964,645 1,600,787
------------ ------------
Cash and cash equivalents at end of period $ 1,556,632 $ 1,997,818
============ ============
See accompanying notes to consolidated condensed financial statements.
5
E COM VENTURES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - OPERATIONS AND BASIS OF PRESENTATION
E Com Ventures, Inc., a Florida Corporation ("ECOMV"), is structured as a
holding company that owns and operates Perfumania Inc. ("Perfumania"), a
specialty retailer and wholesaler of fragrances and related products, and
perfumania.com, inc., an Internet retailer of fragrance and other specialty
items.
Perfumania is incorporated in Florida and operates under the name
Perfumania. Perfumania's retail stores are located in regional malls,
manufacturers' outlet malls, airports and on a stand-alone basis in suburban
strip shopping centers. The number of retail stores in operation at November 1,
2003 and November 2, 2002 were 234 and 242, respectively.
The consolidated condensed financial statements include the accounts of
ECOMV and subsidiaries (collectively, the "Company"). All material intercompany
balances and transactions have been eliminated in consolidation.
The accompanying unaudited consolidated condensed financial statements
have been prepared in accordance with 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 in the United States of
America ("GAAP"), have been condensed or omitted pursuant to those rules and
regulations. 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 condensed financial
statements. It is suggested that these consolidated condensed 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
February 1, 2003 filed with the SEC on April 30, 2003.
As shown in the accompanying consolidated condensed financial statements,
the Company has incurred a net loss of $7.6 million for the thirty-nine weeks
period ended November 1, 2003. In addition, as of November 1, 2003, the Company
has a seasonal working capital deficiency of $6.5 million and an accumulated
deficit of $49.6 million. As of November 1, 2003, the Company has cash balances
totaling approximately $1.6 million and an additional borrowing capacity of $4.4
million under its bank line of credit which is scheduled to expire in May 2004.
Management believes that the cash balances, the available borrowing capacity and
the expected ability to obtain suitable financing terms subsequent to May 2004,
and the projected future operating results will generate sufficient liquidity to
support the Company's working capital needs and capital expenditures for the
next twelve months; however, there can be no assurance that management's plans
and expectations will be successful. If the Company is unable to generate
sufficient cash flows from operations in the future to service its obligations,
refinance its existing debt and achieve improved operating results, the Company
could face liquidity and working capital constraints, which could adversely
impact future operations and growth and, thereby, may raise a question as to the
Company's ability to remain a going concern.
RECLASSIFICATION
Certain fiscal year 2002 amounts have been reclassified to conform with
the fiscal year 2003 presentation.
NOTE 2 - ACCOUNTING FOR STOCK-BASED COMPENSATION
The Company accounts for its stock-based compensation plans under
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees." Accordingly, because the grant price equals the market price on
the date of the grant, no compensation expense is recognized by the Company for
stock options issued pursuant to its stock-based compensation plans. The pro
forma information below is based on provisions of Statement of Financial
Accounting Standard ("SFAS") No. 123, "Accounting for Stock-Based Compensation,"
as amended by SFAS 148, "Accounting for Stock-Based Compensation - Transition
and Disclosure," issued in December 2002.
6
Thirteen Weeks Ended Thirteen Weeks Ended Thirty-nine Weeks Ended Thirty-nine Weeks Ended
November 1, 2003 November 2, 2002 November 1, 2003 Novmeber 2, 2002
-------------------- -------------------- ----------------------- -----------------------
Net loss as reported $(3,725,111) $(4,959,505) $(7,579,098) $(7,585,759)
Add: Total fair value of stock based
employee compensation expense not
included in reported net loss, net (58,138) (127,836) (232,048) (335,519)
----------- ----------- ----------- -----------
Proforma net loss $(3,783,249) $(5,087,341) $(7,811,146) $(7,921,278)
=========== =========== =========== ===========
Proforma net loss per share:
Basic $ (1.53) $ (1.97) $ (3.16) $ (3.17)
=========== =========== =========== ===========
Diluted $ (1.53) $ (1.97) $ (3.16) $ (3.17)
=========== =========== =========== ===========
NOTE 3 - BANK LINE OF CREDIT
Perfumania's senior secured credit facility with GMAC Commercial Credit
LLC ("GMAC") provides for borrowings of up to $40 million, of which
approximately $4.4 million was available at November 1, 2003, and supports
normal working capital requirements and other general corporate purposes. The
facility expires in May 2004. Advances under the line of credit are based on a
formula of eligible inventories and bears interest at a floating rate ranging
from (a) prime less 0.75% to prime plus 1% or (b) LIBOR plus 1.75% - 3.50%
depending on a financial ratio test. As of November 1, 2003, the credit facility
bore interest at 3.6%. Borrowings are secured by a first lien on all assets of
Perfumania and the assignment of a life insurance policy on Ilia Lekach, the
Company's Chairman of the Board of Directors and Chief Executive Officer. The
credit facility contains limitations on additional borrowings, capital
expenditures and other items, and contains various covenants including
maintenance of minimum net worth, and certain key ratios, as defined by the
lender. As of November 1, 2003, Perfumania was not in compliance with its
tangible net worth ratio, fixed charge ratio, leverage ratio and capital
expenditures limitation. On December 11, 2003, Perfumania obtained a waiver from
GMAC for all instances of non-compliance as of November 1, 2003.
NOTE 4 - 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
condensed statements of operations, incremental shares attributed to outstanding
stock options and convertible notes were not included because the results would
be anti-dilutive.
NOTE 5 - COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) represents all non-owner changes in
shareholders' equity and consists of the following:
Thirteen Weeks Thirteen Weeks Thirty-nine Weeks Thirty-nine Weeks
Ended Ended Ended Ended
November 1, 2003 November 2, 2002 November 1, 2003 November 2, 2002
------------------- ------------------- ------------------- -------------------
Net loss $(3,725,111) $(4,959,505) $(7,579,098) $(7,585,759)
Other comprehensive loss -
net unrealized gain (loss) on investments 6,759 (830,009) 25,503 (241,334)
----------- ----------- ----------- -----------
Total comprehensive loss $(3,718,352) $(5,789,514) $(7,553,595) $(7,827,093)
=========== =========== =========== ===========
7
NOTE 6 - CONVERTIBLE NOTES PAYABLE
During the first thirty-nine weeks of fiscal year 2003, the Company paid
approximately $1,458,000 to the holders of its Series C and D Convertible Notes,
in accordance with an amended Convertible Note Option Repurchase Agreement. This
represented approximately $1,215,000 of principal and $243,000 of premiums. The
Convertible Notes were fully repaid on September 15, 2003.
NOTE 7 - CONTINGENCIES
The Company is involved in legal proceedings in the ordinary course of
business. Management cannot presently predict the outcome of these matters.
Management believes that the Company would have meritorious defenses and that
the ultimate resolution of these matters should not have a material adverse
effect on the Company's financial position or result of operations.
NOTE 8 - RELATED PARTY TRANSACTIONS
The Company's Chairman of the Board of Directors and Chief Executive
Officer, Ilia Lekach, is also the Chairman of the Board of Directors and Chief
Executive Officer of Parlux Fragrances, Inc. ("Parlux"). Purchases of product
from Parlux was approximately $20,022,000 and $9,806,000 for the first
thirty-nine weeks of fiscal years 2003 and 2002, respectively, representing
approximately 23.0% and 11.5% of the Company's total inventory purchases,
respectively. The amount due to Parlux at November 1, 2003 was approximately
$19,758,000 including a $4,000,000 subordinated note payable bearing interest at
prime plus 1% per annum and $15,758,000 of accounts payable. Accounts payable
due to Parlux are non-interest bearing and are included in trade payables -
related parties in the accompanying consolidated condensed balance sheets.
During the first thirty-nine weeks of 2003, the Company purchased
approximately $5,116,000 of merchandise from a company owned by a brother of
Ilia Lekach, compared to $8,491,000 during the same period of the prior year. In
addition, purchases of $3,044,000 during the first thirty-nine weeks of 2003 and
$4,721,000 during the comparable period of the prior year were made from a
company owned by another brother of Ilia Lekach. The amounts due to these
companies at November 1, 2003 was approximately $2,484,000 and $1,047,000,
respectively, and are included in trade payables - related parties in the
accompanying consolidated condensed balance sheets. In the prior comparable
period the amounts due to these companies was $2,951,000 and $1,961,000,
respectively. Purchases from these brothers did not include products
manufactured or distributed by Parlux. Purchases from related parties are on an
arms-length basis with prices and/or terms generally better than would otherwise
be available from third parties.
During the first thirty-nine weeks of 2003, the Company purchased
approximately $4,392,000 of merchandise from Quality King Distributors, Inc.
("Quality King"), and sold approximately $8,715,000 of different merchandise to
Quality King. In the prior comparable period, there were $887,000 of purchases
from Quality King and $1,000,000 of merchandise sold to Quality King. Quality
King's Chairman and Chief Executive Officer, Glenn Nussdorf, and his brother
Stephen Nussdorf, the President of the fragrance division of Quality King
(collectively, the "Nussdorfs"), have disclosed in filings with the SEC they
collectively own approximately 407,000 shares of common stock representing
approximately 16% of the Company's outstanding shares. The Nussdorfs have also
requested the Company's Board of Directors to approve the potential acquisition
of up to a total of 40% of the Company's outstanding shares, and the request was
approved by the Board.
On September 15, 2003, the Company was advised that Stephen Nussdorf had
provided personal loans to Ilia Lekach aggregating $3.5 million at a 6% interest
rate payable in 5 years. On December 8, 2003, Stephen Nussdorf loaned $1,000,000
to Ilia Lekach pursuant to a demand note that bears interest at 6% and is due on
demand on or after January 5, 2004. After January 5, 2004 the interest rate
increases to 10%. The note can be repaid at any time prior to January 5, 2004.
The note if not repaid is convertible as to principle and interest into the
Company's common stock owned by Ilia Lekach at a price of $12.70 per share. The
Company is not, in any manner, a guarantor to these loans.
On September 16, 2003, the Company entered into non-binding letters of
intent to acquire two subsidiaries of Quality King. In addition, the Company
announced that in anticipation of its potential acquisition the Company and
Quality King have agreed to use their reasonable efforts to coordinate
purchasing activities upon terms and conditions to be agreed upon by the
parties.
During the thirteen weeks ended November 1, 2003, the Company sold 327,000
shares of Nimbus Group, Inc. common stock in open market transactions. As of
November 1, 2003, the Company owned approximately 676,000 shares of Nimbus
Group, Inc. ("Nimbus") common stock representing approximately 9% of the total
outstanding common stock of Nimbus. The investment in Nimbus appears on the
Company's consolidated condensed balance
8
sheets as investments available for sale. Ilia Lekach previously served as
Chairman of the Board and Interim Chief Executive Officer of Nimbus.
Notes and interest receivable from Ilia Lekach were approximately $323,000
as of November 1, 2003. The notes are unsecured, mature in five years and bear
interest at prime plus 1% per annum. Principal and interest are payable in full
at maturity.
NOTE 9 - NON CASH TRANSACTIONS
Supplemental disclosures of non-cash investing and financing activities are as
follows:
For the Thirty-nine Weeks Ended
-------------------------------------
November 1, 2003 November 2, 2002
---------------- ----------------
Equipment under capital leases $ 414,630 $ 429,993
Conversion of debt and accrued interest
payable in exchange for common stock $ -- $ 517,367
Decrease in accounts payable in exchange for
subordinated notes payable - affiliate $ 5,000,000 $ 3,000,000
Unrealized gain (loss) on investments available for sale $ 25,503 $ (241,334)
Cash paid during the period for:
Interest $ 1,493,101 $ 1,714,823
NOTE 10 - SEGMENT INFORMATION
The Company operates in two industry segments, specialty retail sales and
wholesale distribution of fragrances and related products. Financial information
for these segments is summarized in the following table.
Thirteen Weeks Thirteen Weeks Thirty-nine Weeks Thirty-nine Weeks
Ended Ended Ended Ended
November 1, 2003 November 2, 2002 November 1, 2003 November 2, 2002
---------------- ---------------- ---------------- ----------------
Net sales to external custormers:
Retail $ 41,910,440 $ 43,109,026 $ 124,254,871 $ 129,268,689
Wholesale 6,147,500 3,134 11,438,867 2,101,311
------------- ------------- ------------- -------------
$ 48,057,940 $ 43,112,160 $ 135,693,738 $ 131,370,000
============= ============= ============= =============
Gross profit:
Retail $ 17,394,333 $ 18,006,642 $ 54,144,300 $ 54,795,420
Wholesale 585,262 (104,402) 1,223,517 435,051
------------- ------------- ------------- -------------
$ 17,979,595 $ 17,902,240 $ 55,367,817 $ 55,230,471
============= ============= ============= =============
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
COMPARISON OF THE THIRTEEN-WEEKS ENDED NOVEMBER 1, 2003 WITH THE THIRTEEN-WEEKS
ENDED NOVEMBER 2, 2002.
Net sales increased 11.5% from $43.1 million in the thirteen-weeks ended
November 2, 2002 to $48.1 million in the thirteen-weeks ended November 1, 2003.
The increase in sales was primarily due to an increase in wholesale sales to
$6.1 million in the thirteen weeks ended November 1, 2003, offset by a 2.8%
decrease in retail sales from $43.1 million in the thirteen weeks ended November
2, 2002 to $41.9 million in the thirteen weeks ended November 1, 2003. There
were no wholesale sales during the thirteen weeks ended November 2, 2002. The
decrease in retail sales is due to a 3.0% decrease in comparable store sales as
well as a 3.0% decrease in the average number of stores operated, which was 234
during the thirteen-weeks ended November 1, 2003 versus 241 in the
thirteen-weeks ended November 2, 2002. The decrease in comparable store sales
were partially a result of the relocation of our distribution facility and a
weak retail industry.
Gross profit increased 0.4% from $17.9 million in the thirteen-weeks ended
November 2, 2002 (41.5% of net sales) to $18.0 million in the thirteen-weeks
ended November 1, 2003 (37.4% of net sales). The decrease in the gross profit as
a percentage of net sales is due to the increase in wholesale sales during the
thirteen weeks ended November 1, 2003 compared with the thirteen weeks ended
November 2, 2002. Wholesale sales yield significantly lower gross margins than
retail sales.
Selling, general and administrative expenses increased 6.1% from $18.3
million in the thirteen-weeks ended November 2, 2002 to $19.4 million in the
thirteen-weeks ended November 1, 2003. The increase is attributable primarily to
higher payroll and employee related costs compared with 2002. Depreciation and
amortization expense was $1.6 million in the thirteen-week period ended November
1, 2003 compared to $1.5 million in the thirteen-week period ended November 2,
2002.
Provision for impairment of receivable from affiliate was $1.9 million
during the thirteen-weeks ended November 2, 2002, and represented a provision
for a receivable which management deemed unlikely to be collectible.
Interest expense, net increased by 46.3% from $0.4 million for the
thirteen-weeks ended November 2, 2002 to $0.6 million for the thirteen-weeks
ended November 1, 2003. The increase results from the Company's new corporate
office and distribution facility which has been recorded as a capitalized lease,
offset by lower interest rates and a reduction in the outstanding average
balance of convertible notes payable in the thirteen-weeks ended November 1,
2003 compared to the thirteen-weeks ended November 2, 2002.
Realized loss on investments of approximately $0.1 million during the
thirteen weeks ended November 1, 2003 was due to the resale of 327,000 shares of
Nimbus Group, Inc. common stock.
Realized loss on investments of $0.7 million during the thirteen-weeks
ended November 2, 2002 was due to a decline in the market price on Nimbus Group,
Inc. common stock resulting in the Company recording a non-cash charge.
As a result of the foregoing, we had a net loss of $3.7 million, or
($1.51) per diluted share, in the thirteen-weeks ended November 1, 2003 compared
to a net loss of $5.0 million, or $(1.92) per diluted share in the
thirteen-weeks ended November 2, 2002.
EBITDA(a), defined as net income (loss) less depreciation, amortization
and interest expense, was ($1.5) million in the thirteen-weeks ended November 1,
2003 compared with ($3.1) million in the thirteen-weeks ended November 2, 2002.
10
THIRTEEN WEEKS ENDED
------------------------------------
EBITDA Reconciliation (a): November 1, 2003 November 2, 2002
- -------------------------- ---------------- ----------------
Net loss $(3,725,111) $(4,959,505)
Interest expense 619,736 423,517
Depreciation and amortization 1,586,774 1,469,191
----------- -----------
EBITDA $(1,518,601) $(3,066,797)
=========== ===========
In order to fully assess our financial operating results, management
believes that EBITDA is an appropriate measure of evaluating our operating
performance, because it is an indicator of the profitability and performance of
our core operations and reflects the changes in our operating results. However,
these measures should be considered in addition to, not as a substitute, or
superior to, net income (loss), cash flows, or other measures of financial
performance prepared in accordance with GAAP. EBITDA should not be considered as
an alternative to, or more meaningful than, net income (loss) as determined in
accordance with GAAP, or as a measure of liquidity. Because EBITDA is not
calculated in the same manner by all companies, the representation herein may
not be comparable to other similarly titled measures of other companies.
COMPARISON OF THE THIRTY-NINE WEEKS ENDED NOVEMBER 1, 2003 WITH THE THIRTY-NINE
WEEKS ENDED NOVEMBER 2, 2002.
Net sales increased 3.0% from $131.4 million in the thirty-nine weeks
ended November 2, 2002 to $135.7 million in the thirty-nine weeks ended November
1, 2003. The increase in net sales was principally due to a $9.3 million
increase in wholesales from $2.1 million in the thirty-nine weeks ended November
2, 2002 to $11.4 million in the thirty-nine weeks ended November 1, 2003, offset
by a 3.9% decrease in retail sales from $129.3 million in the thirty-nine weeks
ended November 2, 2002 to $124.3 million in the thirty-nine weeks ended November
1, 2003. The decrease in retail sales was due to a 3.0% decrease in comparable
store sales as well as a 2.5% decrease in the average number of stores operated,
which was 236 during the thirty-nine weeks ended November 1, 2003 versus 242 in
the thirty-nine weeks ended November 2, 2002. The decrease in comparable store
sales were partially a result of the relocation of our distribution facility and
a weak retail industry.
Gross profit increased 0.2% from $55.2 million in the thirty-nine weeks
ended November 2, 2002 (42.0% of net sales) to $55.4 million in the thirty-nine
weeks ended November 1, 2003 (40.8% of net sales). The decrease in the gross
profit as a percentage of net sales is due to the increase in wholesale sales
during the thirty-nine weeks ended November 1, 2003 compared with the
thirty-nine weeks ended November 2, 2002. Wholesale sales yield significantly
lower gross margins than retail sales.
Selling, general and administrative expenses increased 4.9% from $54.2
million in the thirty-nine weeks ended November 2, 2002 to $56.9 million in the
thirty-nine weeks ended November 1, 2003. The increase is attributable primarily
to higher payroll and employee related costs. Depreciation and amortization
expense increased 2.1% from $4.4 million in the thirty-nine weeks ended November
2, 2002 to $4.5 million in the thirty-nine weeks ended November 1, 2003.
Provision for impairment of receivable from affiliate was $1.9 million
during the thirty-nine weeks ended November 2, 2002, and represented a provision
for a receivable which management deemed unlikely to be collectible.
Interest expense, net was $1.5 million for both the thirty-nine weeks
ended November 1, 2003 and November 2, 2002.
Realized loss on investments of $0.7 million during the thirty-nine weeks
ended November 2, 2002 was due to a decline in the market price on Nimbus Group,
Inc. common stock resulting in the Company recording a non-cash charge.
During the thirty-nine weeks ended November 1, 2003 the Company had a net
loss of $7.6 million or ($3.07) per diluted share, compared to a net loss of
$7.6 million or ($3.04) per diluted share during the thirty-nine weeks ended
November 2, 2002.
11
EBITDA, defined as net income (loss) less depreciation, amortization and
interest expense was ($1.6) million in the thirty-nine weeks ended November 1,
2003 compared with ($1.7) million in the thirty-nine weeks ended November 2,
2002.
THIRTY-NINE WEEKS ENDED
----------------------------------------
EBITDA Reconciliation (a): November 1, 2003 November 2, 2002
- -------------------------- ---------------- ----------------
Net loss $(7,579,098) $(7,585,759)
Interest expense 1,480,056 1,507,719
Depreciation and amortization 4,510,912 4,416,271
----------- -----------
EBITDA $(1,588,130) $(1,661,769)
=========== ===========
In order to fully assess our financial operating results, management
believes that EBITDA is an appropriate measure of evaluating our operating
performance, because it is an indicator of the profitability and performance of
our core operations and reflects the changes in our operating results. However,
these measures should be considered in addition to, not as a substitute, or
superior to, net income (loss), cash flows, or other measures of financial
performance prepared in accordance with GAAP. EBITDA should not be considered as
an alternative to, or more meaningful than, net income (loss) as determined in
accordance with GAAP, or as a measure of liquidity. Because EBITDA is not
calculated in the same manner by all companies, the representation herein may
not be comparable to other similarly titled measures of other companies.
LIQUIDITY AND CAPITAL RESOURCES
Our principal capital requirements are to fund Perfumania's inventory
purchases, renovate existing stores, and selectively open new stores. For the
first thirty-nine weeks of fiscal 2003, these capital requirements generally
were satisfied through borrowings under our credit facility and cash flows from
operations.
At November 1, 2003, we had negative working capital of approximately $6.5
million compared to working capital of approximately $1.8 million at February 1,
2003. The decrease was primarily due to the net loss during the current period,
increased purchases of property plant and equipment and lower long-term debt.
Net cash provided by operating activities during the current period was
approximately $4.0 million compared with approximately $0.5 million for the same
period in the prior year. The change in cash provided by operating activities
was principally a result of the net change in our inventories and accounts
payable.
Net cash used in investing activities was approximately $4.8 million,
compared with approximately $1.1 million for the same period in the prior year.
Investing activities generally represent spending for the renovation of existing
stores and new store openings. Approximately $1.1 million of the $4.8 million
used in investing activities is attributable to the relocation of the Company's
corporate office and distribution center to Sunrise, Florida in the second
quarter of fiscal year 2003. The balance is due to the opening of 7 new stores
and the remodel/relocation of 12 stores.
Net cash used in financing activities during the current period was
approximately $0.6 million compared with net cash used of approximately $1.0
million for the same time period in the prior year. The change was due primarily
to lower borrowings on our bank line of credit offset by lower repayments of
convertible notes payables.
Perfumania's senior secured credit facility with GMAC Commercial Credit
LLC provides for borrowings of up to $40 million, of which approximately $4.4
million was available at November 1, 2003, and supports normal working capital
requirements and other general corporate purposes. The facility expires in May
2004. Advances under the line of credit are based on a formula of eligible
inventories and bears interest at a floating rate ranging from (a) prime less
0.75% to prime plus 1% or (b) LIBOR plus 1.75% - 3.50% depending on a financial
ratio test. As of November 1, 2003, the credit facility bore interest at 3.6%.
Borrowings are secured by a first lien on all assets of Perfumania and the
assignment of a life insurance policy on Ilia Lekach. The credit facility
contains limitations on additional borrowings, capital expenditures and other
items, and contains various covenants including maintenance of minimum net
worth, and certain key ratios, as defined by the lender. As of November 1, 2003,
Perfumania was not in compliance with its tangible net worth ratio, fixed charge
ratio and leverage ratio. On December 11, 2003, Perfumania obtained a waiver
from GMAC for all instances of non-compliance as of November 1, 2003.
12
As shown in the accompanying consolidated condensed financial statements,
we have incurred a net loss of $7.6 million for the thirty-nine weeks period
ended November 1, 2003. In addition, as of November 1, 2003, we had a seasonal
working capital deficiency of $6.5 million and an accumulated deficit of $49.6
million. As of November 1, 2003, we had cash balances totaling approximately
$1.6 million and an additional borrowing capacity of $4.4 million under our bank
line of credit which is scheduled to expire in May 2004. Management believes
that the cash balances, the available borrowing capacity and the expected
ability to obtain suitable financing terms subsequent to May 2004, and the
projected future operating results will generate sufficient liquidity to support
our working capital needs and capital expenditures for the next twelve months;
however, there can be no assurance that management's plans and expectations will
be successful. If we are unable to generate sufficient cash flows from
operations in the future to service our obligations, refinance our existing debt
and achieve improved operating results, we could face liquidity and working
capital constraints, which could adversely impact future operations and growth
and, thereby, may raise a question as to our ability to remain a going concern.
During the thirty-nine weeks ended November 1, 2003, Perfumania closed 11
stores and opened 7 new stores. At November 1, 2003, Perfumania operated 234
stores compared to 242 stores as of November 2, 2002. Management's focus is on
improving the profitability of existing stores and plans to open a maximum of 3
new stores for the remainder of fiscal year 2003.
RECENT ACCOUNTING STANDARDS
In May 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity." This statement establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or asset in some circumstance). Many of those
instruments were previously classified as equity. The statement is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after
December 15, 2003. The adoption of SFAS No. 150 did not have a material impact
on our consolidated financial position, results of operations or disclosures.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133
on Derivative and Hedging Activities." In general, this statement amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under SFAS
No. 133. This statement is effective for contracts entered into or modified
after June 30, 2003, and for hedging relationships designated after June 30,
2003. The adoption of SFAS No. 149 did not have a material impact on our
consolidated financial position, results of operations or disclosures.
CRITICAL ACCOUNTING POLICIES
Our consolidated condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America. Presentation of these statements requires management to make judgments
and estimates. As such, some accounting policies have a significant impact on
amounts reported in these financial statements. The judgments and estimates made
can significantly affect results. Materially different amounts would be reported
under different conditions or by using different assumptions. A summary of those
significant accounting policies can be found in our 2002 Annual Report on Form
10-K, in the notes to the Consolidated Financial Statements, Note 2.
FORWARD LOOKING STATEMENTS
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 our actual results, performance
or achievements or those of our industry to be materially different from any
future results, performance or achievements expressed or implied by those
forward-looking statements. Among the factors that could cause actual results,
performance or achievement to differ materially from those described or implied
in the forward-looking statements are general economic conditions, competition,
potential technology changes, changes in or the lack of anticipated changes in
the regulatory environment in various countries, the ability to secure
partnership or joint-
13
venture relationships with other entities, the ability to raise additional
capital to finance expansion, the risks inherent in new product and service
introductions and the entry into new geographic markets and other factors
included in our filings with the Securities and Exchange Commission (the "SEC'),
including the Risk Factors included in this report. Copies of our SEC filings
are available form the SEC or may be obtained upon request from us. We do not
undertake any obligation to update the information contained herein, which
speaks only as of this date.
RISK FACTORS
We could face liquidity and working capital constraints if we are unable to
generate sufficient cash flows from operations
Perfumania's $40 million credit facility with GMAC expires in May 2004. As
of November 1, 2003, approximately $35.5 million was outstanding under the
credit facility. The credit facility contains limitations on additional
borrowings, capital expenditures and other items, and contains various covenants
including maintenance of minimum net worth, and certain key ratios, as defined
by the lender. As of November 1, 2003, Perfumania was not in compliance with its
tangible net worth ratio, fixed charge ratio, leverage ratio and capital
expenditures limitation. On December 11, 2003, Perfumania obtained a waiver from
GMAC for all instances of non-compliance as of November 1, 2003. If we are
unable to generate sufficient cash flows from operations to service our
obligations and refinance the credit facility on acceptable terms, we could face
liquidity and working capital constraints, which could adversely impact our
future operations and growth.
We may have problems raising money needed in the future
Our growth strategy includes selectively opening and operating new
Perfumania retail locations and increasing the average retail sales per store.
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
Perfumania has historically experienced and expects to continue
experiencing higher sales in the third and fourth fiscal quarters than in the
first and second fiscal quarters. Purchases of fragrances as gift items increase
during the Christmas holiday season, which results in significantly higher
fourth fiscal quarter retail sales. If our quarterly operating results are below
expectations of stock market analysts, our stock price might decline. Our
quarterly results may also vary as a result of the timing of new store openings
and store closings, 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. If Perfumania is unable to obtain merchandise
from one or more key suppliers 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
Perfumania may not be able to sustain the growth in revenues that it has
achieved historically. Perfumania's growth is somewhat dependent 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 might not achieve sales
and profitability
14
comparable to existing stores, and it is possible that the opening of new
locations might adversely affect 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. 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; if Perfumania is unable to demonstrate this,
it could, among other things, be restricted from reselling the particular
merchandise. This type of restriction could adversely affect Perfumania's
business and results of operations.
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 could 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.
We are subject to intense competition
Some of Perfumania's competitors sell fragrances at discount prices and
some are part of large national or regional chains that have substantially
greater resources and name recognition than Perfumania. Perfumania's stores
compete on the basis of selling price, customer service, merchandise variety and
store location. 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 products or
services.
Perfumania's business has been affected by the economic downturn
Sales levels at Perfumania's retail stores have been adversely affected
during fiscal year 2003 by an economic downturn in the United States. Due to
higher unemployment, stagnant business growth rates and the continuing poor
performance of the stock market, consumer spending in general and especially on
discretionary items, has declined. The length of this economic downturn may
adversely impact our business, the results of our operations and our liquidity
in the future.
Expanding our business through acquisitions and investments in other businesses
and technologies presents special risks
We may 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 financing;
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. We can give no assurance
that we will be able to consummate the acquisitions of the two subsidiaries of
Quality King with whom we entered into non-binding letters of intent on
September 16, 2003.
15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
During the quarter ended November 1, 2003, there have been no material
changes in the information about our market risks as of February 1, 2003 as set
forth in Item 7A of the 2002 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURE
Our Chief Executive Officer and Chief Financial Officer have concluded,
based on their evaluation as of November 1, 2003 that our disclosure controls
and procedures are effective for gathering, analyzing and disclosing the
information we are required to disclose in our reports filed under the
Securities Exchange Act of 1934. There have been no changes in our internal
control over financial reporting during the quarter ended November 1, 2003 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Index to Exhibits
Exhibit No.
- -----------
31.1 Certification by Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.2 Certification by Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification by Chief Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
32.2 Certification by Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
16
(b) Reports on Form 8-K.
We filed a current report on Form 8-K with the SEC dated September
15, 2003, to report under item 12, that we issued a news release to
report our earnings for the thirteen weeks ended August 2, 2003.
We filed a current report on Form 8-K with the SEC dated September
16, 2003 to report, under item 5 and 7, that we entered into
non-binding letters of intent to acquire all of the outstanding
stock of a fragrance retailer and certain assets of a fragrance
wholesaler, both of which are owned by Quality King.
We filed a current report on Form 8-K with the SEC dated October 2,
2003 to report, under item 5, that a member of our Board of
Directors resigned.
We filed a current report on Form 8-K with the SEC dated October 28,
2003 to report, under item 5, that we appointed a new member to our
Board of Directors.
17
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 12, 2003 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)
18