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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended April 30, 2005
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to _____________.
Commission file number: 0-19714
E COM VENTURES, INC.
(Exact name of Registrant as specified in its charter)
Florida 65-0977964
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
251 International Parkway
Sunrise, Florida 33325
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (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 Exchange Act Rule 12b-2).
Yes |_| No |X|
The number of shares outstanding of the registrant's common stock, as of the
latest practicable date: At June 7, 2005 there were 2,955,101 outstanding shares
of its common stock, $0.01 par value.
1
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 CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS..............9
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK...............................................11
ITEM 4 CONTROLS AND PROCEDURES...................................11
PART II
OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS.........................................11
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS..................................................11
ITEM 3 DEFAULTS UPON SENIOR SECURITIES...........................11
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......11
ITEM 5 OTHER INFORMATION.........................................11
ITEM 6 EXHIBITS..................................................11
SIGNATURES..........................................................13
CERTIFICATIONS......................................................14
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
E COM VENTURES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
ASSETS: April 30, 2005 January 29, 2005
------------------ ------------------
Current assets:
Cash and cash equivalents $ 1,698,819 $ 1,249,543
Trade receivables, net 1,187,624 695,812
Inventories 83,511,037 78,929,639
Prepaid expenses and other current assets 1,309,906 1,149,723
------------------ ------------------
Total current assets 87,707,386 82,024,717
Property and equipment, net 23,466,047 23,070,723
Goodwill 1,904,448 1,904,448
Other assets, net 706,455 817,156
------------------ ------------------
Total assets $ 113,784,336 $ 107,817,044
================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Bank line of credit $ 36,331,510 $ 31,528,212
Accounts payable 17,444,946 18,111,196
Accounts payable, affiliates 28,344,227 23,228,325
Accrued expenses and other liabilities 5,110,356 6,685,494
Current portion of obligations under capital leases 221,232 231,353
------------------ ------------------
Total current liabilities 87,452,271 79,784,580
Convertible note payable - affiliate 5,000,000 5,000,000
Long-term portion of obligations under capital leases 7,914,930 7,972,455
------------------ ------------------
Total liabilities 100,367,201 92,757,035
------------------ ------------------
Commitments and contingencies (see Note 5)
Shareholders' equity:
Preferred stock, $.10 par value, 1,000,000
shares authorized, none issued -- --
Common stock, $.01 par value, 6,250,000 shares
authorized; 3,840,184 and 3,834,684 shares issued
in fiscal years 2005 and 2004, respectively 38,402 38,347
Additional paid-in capital 75,770,573 75,347,588
Treasury stock, at cost, 898,249 shares in fiscal years 2005 and 2004 (8,576,944) (8,576,944)
Accumulated deficit (53,814,896) (51,748,982)
------------------ ------------------
Total shareholders' equity 13,417,135 15,060,009
------------------ ------------------
Total liabilities and shareholders' equity $ 113,784,336 $ 107,817,044
================== ==================
See accompanying notes to consolidated condensed financial statements.
3
E COM VENTURES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Thirteen Weeks Ended Thirteen Weeks Ended
April 30, 2005 May 1, 2004
------------------ ------------------
Net sales $ 43,277,885 $ 43,571,466
Cost of goods sold 25,414,410 26,066,580
------------------ ------------------
Gross profit 17,863,475 17,504,886
------------------ ------------------
Operating expenses:
Selling, general and administrative 17,662,419 17,949,465
Depreciation and amortization 1,408,507 1,552,312
------------------ ------------------
Total operating expenses 19,070,926 19,501,777
------------------ ------------------
Loss from operations (1,207,451) (1,996,891)
Interest expense, net (858,463) (640,657)
------------------ ------------------
Net loss $ (2,065,914) $ (2,637,548)
================== ==================
Net loss per common share:
Basic $ (0.70) $ (1.00)
================== ==================
Diluted $ (0.70) $ (1.00)
================== ==================
Weighted average number of common shares outstanding:
Basic 2,938,594 2,650,153
================== ==================
Diluted 2,938,594 2,650,153
================== ==================
See accompanying notes to consolidated condensed financial statements.
4
E COM VENTURES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Thirteen Weeks Ended Thirteen Weeks Ended
April 30, 2005 May 1, 2004
------------------ ------------------
Cash flows from operating activities:
Net loss $ (2,065,914) $ (2,637,548)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 1,408,507 1,552,312
Change in operating assets and liabilities:
Trade receivables (491,812) (331,131)
Inventories (4,581,398) (14,776,499)
Prepaid expenses and other assets (107,537) 275,411
Accounts payable, non-affiliates (666,250) 5,208,827
Accounts payable, affiliates 5,115,902 7,094,089
Accrued expenses and other liabilities (1,169,138) (4,429,281)
------------------ ------------------
Net cash used in operating activities (2,557,640) (8,043,820)
------------------ ------------------
Cash flows from investing activities:
Additions to property and equipment (1,745,776) (691,813)
------------------ ------------------
Net cash used in investing activities (1,745,776) (691,813)
------------------ ------------------
Cash flows from financing activities:
Net borrowings under bank line of credit 4,803,298 1,921,920
Principal payments under capital lease obligations (67,646) (63,484)
Proceeds from note and interest receivable,
shareholder and officer -- 327,311
Proceeds from subordinated secured demand loan, affiliate -- 5,000,000
Proceeds from exercise of stock options 17,040 973,057
------------------ ------------------
Net cash provided by financing activities 4,752,692 8,158,804
------------------ ------------------
Increase in cash and cash equivalents 449,276 (576,829)
Cash and cash equivalents at beginning of period 1,249,543 1,961,310
------------------ ------------------
Cash and cash equivalents at end of period $ 1,698,819 $ 1,384,481
================== ==================
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" or the "Company"),
performs all of its operations through two wholly-owned subsidiaries,
Perfumania, Inc. ("Perfumania"), a Florida corporation, which is a specialty
retailer and wholesaler of fragrances and related products, and perfumania.com,
Inc., ("perfumania.com"), a Florida corporation, which is an Internet retailer
of fragrances and other specialty items.
Perfumania is a leading specialty retailer and wholesale distributor of a
wide range of brand name and designer fragrances. As of April 30, 2005,
Perfumania operated a chain of 226 retail stores specializing in the sale of
fragrances at discounted prices up to 75% below the manufacturers' suggested
retail prices. Perfumania's wholesale division distributes fragrances and
related products primarily to an affiliate. Perfumania.com offers a selection of
the Company's more popular products for sale over the Internet and serves as an
alternative shopping experience to the Perfumania retail stores.
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 accounting principles generally accepted in the United States of
America, 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 January 29, 2005, filed
with the SEC on April 29, 2005.
RECLASSIFICATIONS
Certain fiscal year 2004 amounts have been reclassified to conform with
the fiscal year 2005 presentation.
NOTE 2 - ACCOUNTING FOR STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation using the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"), and provides proforma
disclosure of net income (loss) and earnings (loss) per share as if the fair
value based method prescribed by Statement of Financial Accounting Standards No.
123 "Accounting for Stock-Based Compensation," ("SFAS 123") as amended, had been
applied in measuring compensation expense for options granted to employees and
directors. In accordance with APB 25, compensation cost for stock options is
measured as the excess, if any, of the quoted market price of the Company's
stock at the date of the grant over the amount an employee or director must pay
to acquire the stock. Had compensation cost for options granted been determined
in accordance with the fair value provisions of SFAS No. 123, the Company's net
loss and net loss per share would have been increased to the proforma amounts
presented below.
6
Thirteen Weeks Ended Thirteen Weeks Ended
April 30, 2005 May 1, 2004
------------------ ------------------
Net loss as reported $ (2,065,914) $ (2,637,548)
Add: Total fair value of stock based employee compensation
expense not included in reported net loss (5,374) (12,172)
------------------ ------------------
Proforma net loss $ (2,071,288) $ (2,649,720)
================== ==================
Proforma net loss per share:
Basic $ (0.70) $ (1.00)
================== ==================
Diluted $ (0.70) $ (1.00)
================== ==================
When the Company adopts Statement of Financial Accounting Standards No
123 (revised 2004) "Share Based Payments" ("SFAS 123(R)") at the beginning of
fiscal year 2006, compensation expense will be recorded for new and modified
awards.
NOTE 3 - BANK LINE OF CREDIT AND CONVERTIBLE NOTE PAYABLE, AFFILIATE
The bank line of credit and convertible note payable, affiliate consists
of the following:
April 30, 2005 January 29, 2005
------------------ ------------------
Bank line of credit, which is classified as a current liability, interest
payable monthly, secured by a pledge of substantially all
of Perfumania's assets (see below) $ 36,331,510 $ 31,528,212
================== ==================
Convertible note payable affiliate - long term $ 5,000,000 $ 5,000,000
================== ==================
Perfumania's senior secured credit facility provides for borrowings of up
to $60 million, of which $11.4 million was available as of April 30, 2005, to
support normal working capital requirements and other general corporate
purposes. Advances under the line of credit are based on a formula of eligible
inventories and bear interest at a floating rate ranging from (a) prime to prime
plus 1.25% or (b) LIBOR plus 2.5% to 3.75% depending on a financial ratio test.
Advances are secured by a first lien on all assets of Perfumania. The credit
facility contains limitations on additional borrowings, capital expenditures and
other items, and contains various covenants including a fixed charge coverage
ratio, a leverage ratio and capital expenditure limits as defined. The credit
facility expires in May 2007. As of April 30, 2005, Perfumania was in compliance
with its covenant requirements.
In the fourth quarter of fiscal year 2004, the Company issued a
Subordinated Convertible Note (the "Convertible Note") in exchange for a
$5,000,000 subordinated secured demand loan made to the Company in the first
quarter of fiscal year 2004 by Glenn and Stephen Nussdorf (the "Nussdorfs"). The
Nussdorfs own approximately 39% of the Company's outstanding common stock and
they are officers and principals of Quality King Distributors, Inc. ("Quality
King"). Stephen Nussdorf is the Chairman of the Company's Board of Directors.
The Convertible Note bears interest at the prime rate plus 1%, requires
quarterly interest payments and is secured by a security interest in the
Company's assets pursuant to a Security Agreement, by and among the Company and
the Nussdorfs. There are no prepayment penalties and the Convertible Note is
subordinate to all bank related indebtedness. The Convertible Note is payable in
January 2007 and allows the Nussdorfs to convert the Convertible Note into
shares of the Company's common stock at a conversion price of $11.25.
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. For all
7
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 - CONTINGENCIES
The Company is involved in various legal proceedings in the ordinary
course of business. Management cannot presently predict the outcome of these
matters, although management believes that the ultimate resolution of these
matters should not have a materially adverse effect on the Company's financial
position.
NOTE 6 - RELATED PARTY TRANSACTIONS
Parlux Fragrances, Inc. ("Parlux") owns 378,102 shares, or
approximately 13%, of the Company's outstanding common stock. Purchases of
product from Parlux and Quality King were approximately $10.5 million for the
first thirteen weeks of fiscal 2005, representing approximately 36% of the
Company's total inventory purchases. The amount due to related parties at April
30, 2005 is approximately $28.3 million, is non-interest bearing and is included
in accounts payable, affiliates in the accompanying consolidated condensed
balance sheets. Purchases from related parties are generally payable in 90 days,
however, due to the seasonality of the Company's business, these terms are
sometimes extended.
During the first thirteen weeks of fiscal 2005, the Company sold
approximately $3.3 million of wholesale merchandise to Quality King. The amount
due from Quality King at April 30, 2005 was approximately $138,000 and is
included in trade receivables, net in the accompanying consolidated condensed
balance sheets
NOTE 7 - SEGMENT INFORMATION
The Company operates in two industry segments, specialty retail sales
and wholesale distribution of fragrances and related products. Retail sales
include sales through our Internet site, perfumania.com. Substantially all
wholesale sales are to Quality King. Financial information for these segments is
summarized in the following table.
Thirteen Weeks Thirteen Weeks
Ended Ended
April 30, 2005 May 1, 2004
------------------ ------------------
Net sales to customers:
Retail $ 39,936,425 $ 38,198,657
Wholesale 3,341,460 5,372,809
------------------ ------------------
$ 43,277,885 $ 43,571,466
================== ==================
Gross profit:
Retail $ 17,652,601 $ 17,150,401
Wholesale 210,874 354,485
------------------ ------------------
$ 17,863,475 $ 17,504,886
================== ==================
8
NOTE 8 - NON CASH TRANSACTIONS
Supplemental disclosures of non-cash investing and financing activities are
as follows:
For the Thirteen Weeks Ended
-------------------------------------------
April 30, 2005 May 1, 2004
-------------------------------------------
Accrued compensation for President and
Chief Executive Officer contributed to capital $ 406,000 $ -
Cash paid during the period for:
Interest $ 787,654 $ 624,094
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Comparison of the Thirteen Weeks Ended April 30, 2005 with the Thirteen Weeks
Ended May 1, 2004.
Net sales decreased 0.7% from $43.6 million in the first thirteen weeks
of 2004 to $43.3 million in the first thirteen weeks of 2005. The decrease in
sales was primarily due to a $2.0 million decrease in wholesale sales combined
with a $1.7 million increase in retail store sales.
Wholesale sales were $3.3 million for the first thirteen weeks of fiscal
2005 compared to $5.4 million for the first thirteen weeks of fiscal 2004. All
wholesale sales during the first quarter of fiscal 2005 were made to Quality
King. We expect wholesale sales during fiscal 2005 to be comparable to fiscal
2004.
Retail sales were $39.9 million for the first thirteen weeks of fiscal
2005 compared to $38.2 million for the first thirteen weeks of fiscal 2004.
Perfumania's comparable store sales increased by 5.5% in the first thirteen
weeks of fiscal 2005. Comparable store sales measure sales from stores that have
been open for one year or more. The increase in comparable store sales was due
to an increased inventory in both selection and quantity, with the consequent
increase in sales volume, during the first quarter of fiscal 2005 compared to
the first quarter of fiscal 2004. The average number of stores operated was 224
in the first quarter of fiscal 2005, versus 230 in the prior year's comparable
period.
Gross profit increased 2.0% from $17.5 million in the first thirteen
weeks of 2004 (40.2% of total net sales) to $17.9 million in the first thirteen
weeks of 2005 (41.3% of total net sales). The increase in gross profit was due
to the increase in retail sales. As a percentage of net sales, total gross
profit in the first thirteen weeks of 2005 increased versus the first thirteen
weeks of 2004 due to the reduction in wholesale sales which realizes less
margin.
Selling, general and administrative expenses decreased 1.6% from $17.9
million in the first thirteen weeks of 2004 to $17.7 million in the first
thirteen weeks of 2005. The decrease was largely attributable to reduced
compensation costs at stores resulting from less scheduled hours compared with
2004, offset by increased spending for marketing and advertising initiatives.
Depreciation and amortization was approximately $1.4 million in the first
thirteen weeks of 2005 compared to $1.6 million for the first thirteen weeks of
2004.
Interest expense, net was approximately $858,000 for the first thirteen
weeks of 2005 compared with $641,000 in 2004. The increase in interest expense
was primarily due to greater usage of the Company's line of credit availability
and higher interest rates.
As a result of the foregoing, our net loss decreased to $2.1 million in
the first thirteen weeks of 2005 compared to a net loss of $2.6 million in the
first thirteen weeks of 2004. Net loss per share for the first thirteen weeks of
2005 and 2004 was $0.70 and $1.00, respectively.
9
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 thirteen weeks of fiscal 2005, these capital requirements generally were
satisfied through borrowings under our credit facility.
At April 30, 2005, we had working capital of approximately $0.3 million
compared to working capital of approximately $2.2 million at January 29, 2005.
The change was primarily due to the net loss during the current period,
increased spending on store construction and the increase in borrowings due to
the seasonality of our business.
Net cash used in operating activities during the current period was
approximately $2.6 million compared with approximately $8.0 million for the same
period in the prior year. The decrease in cash used in operating activities was
primarily due to a reduction in our need for a seasonal inventory build up
during the current quarter compared with our inventory needs of the prior years
first quarter. In the prior years first quarter, inventory purchases and the
resultant payables were comparably greater as purchases from fiscal year end
2003 were delayed due to the anticipated change in control.
Net cash used in investing activities was approximately $1.7 million in
the first thirteen weeks of fiscal year 2005 compared to $0.7 million in the
first thirteen weeks of 2004. The current period's investing activities
primarily represented spending for 4 new stores and construction in progress on
8 new stores scheduled for completion during the second quarter of fiscal year
2005.
Net cash provided by financing activities during the current period was
approximately $4.8 million compared with approximately $8.2 million for the same
period in the prior year. In the prior year $5 million in proceeds were received
from a subordinated note payable to an affiliate.
We believe that our cash balances, the available borrowing capacity under
our credit facility and the projected future operating results will generate
sufficient liquidity to support the Company's needs for the next twelve months,
however there can be no assurance that our plans will be successful.
During the thirteen weeks ended April 30, 2005, Perfumania opened 4 new
stores and relocated 2 existing stores. At April 30, 2005, Perfumania operated
226 stores compared to 230 stores as of May 1, 2004. Our focus is on improving
the profitability of existing stores and selectively opening new stores. We plan
to open approximately 15 new stores and close approximately 4 stores during the
remainder of fiscal year 2005.
CRITICAL ACCOUNTING POLICIES
Our consolidated condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim information. 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 critical accounting policies can be
found in our 2004 Annual Report on Form 10-K.
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. These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements of 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 our ability to service our obligations,
our ability to comply with the covenants in our credit facility, general
economic conditions including a decrease in discretionary spending by consumers,
competition, potential technology changes, changes in or the lack of anticipated
10
changes in the regulatory environment in various countries, 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 our 2004 Annual Report on From
10-K filed with the SEC. Those Risk Factors contained in our 2004 Annual Report
on Form 10-K are incorporated herein by this reference to them. Copies of our
SEC filings are available from 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
During the quarter ended April 30, 2005, there have been no material
changes in the information about our market risks as of January 29, 2005 as set
forth in Item 7A of the 2004 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer have concluded,
based on their evaluation as of April 30, 2005, that our disclosure controls and
procedures are effective. There have been no changes in our internal control
over financial reporting during the quarter ended April 30, 2005 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. UNREGISTERED SALES OF EQUITY 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
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.
11
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.
10.9 Amendment to Revolving Credit and Security Agreement
with GMAC Commercial Credit LLC.
12
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 7, 2005 By: /S/ MICHAEL W. KATZ
-------------------------------------
Michael W. Katz
President and Chief Executive Officer
(Principal Executive Officer)
By: /S/ A. MARK YOUNG
-------------------------------------
A. Mark Young
Chief Financial Officer
(Principal Financial and
Accounting Officer)
13