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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 MAY 5, 2001
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 11, 2001, 10,201,393
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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 Flow ............5
Notes to Consolidated Condensed Financial Statements ......6
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATION .............10
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISKS .............................................14
PART II
OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS ........................................14
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS ...............14
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K .........................14
SIGNATURES .................................................................15
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
E COM VENTURES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
MAY 5, 2001 FEBRUARY 3, 2001
-------------- ----------------
ASSETS:
Current assets:
Cash and cash equivalents $ 2,706,969 $ 2,219,768
Trade receivables, net 972,705 1,906,406
Advances to suppliers 4,391,821 5,937,106
Inventories, net 67,119,178 62,501,712
Prepaid expenses and other current assets 3,222,814 3,003,425
Investments available for sale 285,188 565,311
-------------- --------------
Total current assets 78,698,675 76,133,728
Property and equipment, net 25,036,444 26,412,851
Goodwill and other intangible assets 3,342,469 3,558,397
Other assets, net 1,109,006 1,223,841
-------------- --------------
Total assets $ 108,186,594 $ 107,328,817
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Bank line of credit and current portion of long-term debt $ 36,617,838 $ 34,737,058
Accounts payable, non-affiliates 13,194,509 12,453,497
Accounts payable, affiliate 15,969,681 13,412,811
Accrued expenses and other liabilities 7,031,514 6,964,758
Current portion of obligations under capital leases 1,576,955 1,551,093
-------------- --------------
Total current liabilities 74,390,497 69,119,217
Long term debt, less current portion 553,429 438,499
Long term portion of obligations under capital leases 2,196,123 2,601,434
Convertible notes payable 7,994,240 8,775,044
-------------- --------------
Total liabilities 85,134,289 80,934,194
-------------- --------------
Commitments and contingencies -- --
Shareholders' equity:
Preferred stock, $0.1 par value, 1,000,000
shares authorized, none issued -- --
Common stock, $.01 par value, 25,000,000 shares
authorized; 11,905,921 and 11,722,280 shares issued
in 2001 and 2000, respectively 119,060 117,224
Additional paid-in capital 71,908,494 71,926,355
Treasury stock, at cost, 1,704,528 and 1,634,528 shares
in 2001 and 2000, respectively (5,715,929) (5,643,377)
Accumulated deficit (39,413,654) (36,011,206)
Notes and interest receivable from shareholder and officers (3,415,447) (3,844,278)
Accumulated other comprehensive loss (430,219) (150,095)
-------------- --------------
Total shareholders' equity 23,052,305 26,394,623
-------------- --------------
Total liabilities and shareholders' equity $ 108,186,594 $ 107,328,817
============== ==============
See accompanying notes to consolidated condensed financial statements.
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E COM VENTURES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
THIRTEEN WEEKS ENDED THIRTEEN WEEKS ENDED
MAY 5, 2001 APRIL 29, 2000
-------------------- --------------------
Net sales $ 40,582,515 $ 39,614,744
Cost of goods sold 23,920,830 23,192,053
------------ ------------
Gross profit 16,661,685 16,422,691
------------ ------------
Operating Expenses:
Selling, general and administrative 17,285,983 17,632,701
Depreciation and amortization 1,769,550 1,216,804
------------ ------------
Total operating expenses 19,055,533 18,849,505
------------ ------------
Loss from operations (2,393,848) (2,426,814)
------------ ------------
Interest expense, net (1,008,600) (4,002,099)
Equity in loss of partially-owned affiliate -- (1,239,466)
Other income -- 1,045,440
------------ ------------
Net loss $ (3,402,448) $ (6,622,939)
============ ============
Net loss per common share:
Basic $ (0.34) $ (0.78)
============ ============
Diluted $ (0.34) $ (0.78)
============ ============
Weighted average number of common shares outstanding:
Basic 10,107,583 8,461,381
============ ============
Diluted 10,107,583 8,461,381
============ ============
See accompanying notes to consolidated condensed financial statements.
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E COM VENTURES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
THIRTEEN WEEKS ENDED THIRTEEN WEEKS ENDED
MAY 5, 2001 APRIL 29, 2000
-------------------- --------------------
Cash flows from operating activities:
Net loss $ (3,402,448) $ (6,622,939)
Adjustments to reconcile net loss to net cash
used in operating activities:
Provision for doubtful accounts 15,000 21,682
Reversal for impairment of assets -- (1,006,333)
Depreciation and amortization 1,769,550 1,216,804
Equity in loss of partially-owned affiliate -- 1,239,466
Beneficial conversion feature of convertible notes payable -- 2,636,764
Change in operating assets and liabilities:
Trade receivables 918,701 654,775
Advances to suppliers 1,545,285 (4,995,593)
Inventories (4,617,466) (4,352,195)
Prepaid and other current assets (219,389) (65,804)
Other assets 129,605 (674,698)
Accounts payable 3,297,882 4,072,369
Accrued expenses and other liabilities 66,756 (371,714)
------------ ------------
Net cash used in operating activities (496,524) (8,247,416)
------------ ------------
Cash flows from investing activities:
Additions to property and equipment (190,665) (1,202,400)
Investments in and advances to partially-owned affiliates -- (2,883,535)
------------ ------------
Net cash used in investing activities (190,665) (4,085,935)
------------ ------------
Cash flows from financing activities:
Net borrowings and repayments under bank line
of credit and notes payable 1,995,710 5,957,462
Repayment of subordinated notes -- (1,500,000)
Principal payments under capital lease obligations (379,449) (100,814)
Net repayments from shareholders and officers 428,831 202,980
(Repayment) issuance of convertible notes payable (800,000) 9,000,000
Exercise of stock options 1,850 47,160
Purchases of treasury stock (72,552) (360,683)
------------ ------------
Net cash provided by financing activities 1,174,390 13,246,105
------------ ------------
Increase in cash and cash equivalents 487,201 912,754
Cash and cash equivalents at beginning of period 2,219,768 1,995,610
------------ ------------
Cash and cash equivalents at end of period $ 2,706,969 $ 2,908,364
============ ============
See accompanying notes to consolidated condensed financial statements.
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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 (the "Company" or "ECOMV"),
is structured as a holding company that owns and operates Perfumania Inc.
("Perfumania"), a Florida corporation which is a specialty retailer and
wholesaler of fragrances and related products, and perfumania.com, inc., an
Internet retailer of fragrance and other specialty items. The Company also
provides Internet fulfillment and services to other companies. The core of the
Company's business is related to the distribution of fragrances and related
products.
Perfumania's retail stores are located in regional malls,
manufacturer's outlet malls, airports and on a stand-alone basis in suburban
strip shopping centers. The number of retail stores in operation at May 5, 2001
and April 29, 2000, were 254 and 268, respectively.
The consolidated condensed financial statements include the accounts of
ECOMV and subsidiaries (the "Company"). All material intercompany balances and
transactions have been eliminated in consolidation.
The accompanying unaudited consolidated condensed financial statements
have been prepared as permitted by 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, 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 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 3, 2001 filed with the SEC on May 4, 2001.
RECENT ACCOUNTING PRONOUNCEMENTS
In the first quarter of 2001, the Company adopted 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
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. The adoption of this
standard did not have a material impact on the Company's financial position or
the results of operations.
NOTE 2 - BANK LINE OF CREDIT
Perfumania's three year senior secured credit facility with GMAC
Commercial Credit LLC provides for borrowings of up to $40 million, of which
$1.0 million was available at May 5, 2001, and supports normal working capital
requirements and other general corporate purposes. As of May 5, 2001, the credit
facility bore interest at 7.5%. Borrowings are secured by a first lien on all
assets of Perfumania and the assignment of a life insurance policy on an officer
of the Company. The line 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 May 5, 2001, Perfumania was in compliance with all financial
covenants of the line.
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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 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 4 - COMPREHENSIVE LOSS
Comprehensive loss represents all non-owner changes in shareholders'
equity and consists of the following:
THIRTEEN WEEKS ENDED THIRTEEN WEEKS ENDED
MAY 5, 2001 APRIL 29, 2000
-------------------- --------------------
Net loss $ (3,402,448) $ (6,622,939)
Net unrealized loss on investments available for sale (280,124) (178,435)
------------ ------------
Total comprehensive loss $ (3,682,572) $ (6,801,374)
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NOTE 5 - SEGMENT INFORMATION
Perfumania operates in two industry segments, specialty retail sale and
wholesale distribution of fragrances and related products. Financial information
for these segments is summarized in the following table.
THIRTEEN WEEKS ENDED THIRTEEN WEEKS ENDED
MAY 5, 2001 APRIL 29, 2000
-------------------- --------------------
Sales to external customers:
Wholesale $ 5,682,733 $ 6,314,762
Retail 34,899,782 33,299,982
----------- -----------
Total sales to external customers $40,582,515 $39,614,744
----------- -----------
Intersegment sales:
Wholesale $ 357,586 $ 167,009
----------- -----------
Total intersegment sales $ 357,586 $ 167,009
----------- -----------
Cost of goods sold:
Wholesale $ 4,477,522 $ 4,920,850
Retail 19,443,308 18,271,203
----------- -----------
Total cost of goods sold $23,920,830 $23,192,053
----------- -----------
Gross profit:
Wholesale $ 1,205,211 $ 1,393,912
Retail 15,456,474 15,028,779
----------- -----------
Total gross profit $16,661,685 $16,422,691
----------- -----------
Depreciation and amortization:
Retail $ 1,215,438 $ 831,488
Corporate 554,112 385,316
----------- -----------
Total depreciation and amortization $ 1,769,550 $ 1,216,804
----------- -----------
Capital expenditures:
Retail $ 119,416 $ 561,253
Corporate 71,249 641,147
----------- -----------
Total capital expenditures $ 190,665 $ 1,202,400
----------- -----------
MAY 5, 2001 FEBRUARY 3, 2001
------------ ----------------
Inventory:
Wholesale $ 597,918 $ 1,213,000
Retail 66,521,260 61,288,712
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$ 67,119,178 $ 62,501,712
------------ ------------
An unaffiliated customer of the wholesale segment accounted for
approximately 13% of the consolidated net sales for both the thirteen weeks
ended May 5, 2001 and April 29, 2000.
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NOTE 6 - INVESTMENTS AVAILABLE FOR SALE
We have investments in Internet related businesses. The carrying value
of these investments as of May 5, 2001 totaled $0.3 million. The decline in
carrying values from original cost resulted primarily from non-temporary
impairments recorded in fiscal 2000. There were no investment transactions
during the first quarter of fiscal 2001.
NOTE 7 - CONVERTIBLE NOTES PAYABLE
In February 2001, the Company entered into a Convertible Note Option
Repurchase Agreement (the "Agreement") with the holders of the Company's
outstanding Series A, B, C and D Convertible Notes. The Agreement provides that
the Company has the monthly option to repurchase the total outstanding
convertible notes over an eleven month period beginning February 2001, at a
price equal to the unpaid principal balance plus a 20% premium. The portion of
the notes redeemable in each of the eleven months varies as per a specified
redemption schedule. In the event that the Company exercises its monthly option,
the note holders are restricted from converting any part of the remaining
outstanding and unpaid principal balance of such holder's notes into the
Company's common stock. During the first quarter of fiscal year 2001, the
Company repaid $0.8 million to the note holders.
NOTE 8 - CONTINGENCIES
The Company is involved in legal proceedings in the ordinary course of
business. Management cannot presently predict the outcome of these matters,
although management believes that the Company would have meritorious defenses
and that the ultimate resolution of these matters should not have a materially
adverse effect on the Company's financial position or result of operations.
NOTE 9 - NON CASH TRANSACTIONS
Supplemental disclosures of non-cash investing and financing activities
are as follows:
FOR THE THIRTEEN WEEKS ENDED
-----------------------------------
MAY 5, 2001 APRIL 29, 2000
------------ --------------
Conversion of debt and accrued interest
payable in exchange for common stock $ 115,459 $ 624,514
Unrealized loss on investments available for sale 280,124 178,435
Increase in investment in partially-owned
affiliate -- 18,557,988
Cash paid during the period for:
Interest 1,203,289 1,642,426
Income taxes 150,000 --
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PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RISK FACTORS THAT MAY AFFECT FUTURE RESULTS
Some of the statements in this quarterly report, including those that
contain the words "anticipate," "believe," "plan," "estimate," "expect,"
"should," "intend" and other similar expressions, are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Those forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the Company 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 increasing Perfumania's average retail
sales per store, and cross marketing and acquisition of Internet related
businesses. We may need to obtain funding to achieve our growth strategy.
Additional financing may not be available on acceptable terms, if at all. In
order to obtain additional financing, we may be required to issue securities
with greater rights than those currently possessed by holders of our common
stock. We may also be required to take other actions which may lessen the value
of our common stock, including borrowing money on terms that are not favorable
to us.
PERFUMANIA'S BUSINESS IS SUBJECT TO SEASONAL FLUCTUATIONS, WHICH COULD LEAD TO
FLUCTUATIONS IN OUR STOCK PRICE
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 would likely 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. While we believe that
Perfumania has good relationships with its suppliers, 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
Even though Perfumania has grown significantly in the past several
years, it may not be able to sustain the growth in revenues that it has achieved
historically. Perfumania's growth is 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 comparable to existing stores, and it is possible that the
opening of new locations might
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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.
OUR COMMON STOCK MAY BE DELISTED
Our Common Stock is currently listed on the Nasdaq national market. Due
to the recent decline in trading prices of our Common Stock, Nasdaq has notified
us that we do not meet its minimum listing requirements and as a result, our
Common Stock may be delisted. These listing requirements include a series of
financial tests relating to net tangible assets, public float, number of market
makers and shareholders, and maintaining a minimum bid price for listed
securities of $1.00. Our Common Stock has traded below $1.00 for more than 30
days and there is no guarantee that it will return to a minimum bid price of
$1.00 or higher. If we fail to meet Nasdaq's maintenance criteria our Common
Stock may be delisted by Nasdaq. In such event, trading, if any, in our Common
Stock may then continue to be conducted in the non-NASDAQ over-the-counter
market (commonly referred to as the electronic bulletin board and the "pink
sheets"). As a result, an investor may find it more difficult to dispose of or
obtain accurate quotations as to the market value of our Common Stock. In
addition, we would be subject to a Securities and Exchange Commission Rule that
may adversely affect the ability of broker-dealers to sell our Common Stock,
which would adversely affect the ability of our shareholders to sell their
shares in the secondary market. Delisting could make trading our shares more
difficult for investors, potentially leading to further declines in share price.
It would also make it more difficult and more expensive for us to raise
additional capital.
FUTURE GROWTH MAY PLACE STRAINS ON OUR MANAGERIAL, OPERATIONAL AND FINANCIAL
RESOURCES
If we grow as expected, a significant strain on our managerial,
operational and financial resources may occur. Further, as the number of our
users, advertisers and other business partners grow, we will be required to
manage multiple relationships with various customers, strategic partners and
other third parties. Future growth or increase in the number of our strategic
relationships will strain our managerial, operational and financial resources,
inhibiting our ability to achieve the rapid execution necessary to 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,
store location and ambiance.
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.
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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:
- difficulty integrating acquired technologies, operations, and
personnel with our existing business;
- diversion of management's attention in connection with both
negotiating the acquisitions and integrating the assets;
- the need for additional funding;
- strain on managerial and operational resources as management
tries to oversee larger operations; and
- exposure to unforeseen liabilities of acquired companies.
We may not be able to successfully address these problems. Moreover,
our future operating results will depend to a significant degree on our ability
to successfully manage growth and integrate acquisitions. In addition, many of
our investments will be in early-stage companies with limited operating
histories and limited or no revenues. We may not be able to successfully develop
these early-stage companies.
RESULTS OF OPERATIONS
COMPARISON OF THE THIRTEEN WEEKS ENDED MAY 5, 2001 WITH THE THIRTEEN WEEKS ENDED
APRIL 29, 2000.
Net sales increased 2.4% from $39.6 million in the first thirteen weeks
of 2000 to $40.6 million in the first thirteen weeks of 2001. The increase in
net sales was the result of a 4.8% increase in retail sales (from $33.3 million
to $34.9 million) offset by a 10.0% decrease in wholesale sales (from $6.3
million to $5.7 million). The decrease in wholesale sales was primarily due to
our continuing strategic initiative to redirect our managerial, administrative
and inventory resources to our retail operations. The increase in retail sales
was due to the acquisition of perfumania.com in May 2000 and the opening of 8
new stores over the past year as Perfumania's comparable store sales were flat
during the first thirteen weeks of 2001 compared to the same period in 2000. The
average number of stores operated during the first thirteen weeks of 2001
compared to the first thirteen weeks of 2000 decreased from 270 to 255.
Gross profit increased 1.5% from $16.4 million in the first thirteen
weeks of 2000 (41.5% of total net sales) to $16.7 million in the first thirteen
weeks of 2001 (41.1% 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.
Gross profit for the wholesale division decreased 13.5% from $1.4
million in the first thirteen weeks of 2000 to $1.2 million in the first
thirteen weeks of 2001 due to the decrease in wholesale sales discussed above.
As a percentage of net sales, gross profit for the wholesale division decreased
from 22% in the first thirteen weeks of 2000 to 21% in the first thirteen weeks
of 2001. Wholesale sales yield a lower gross margin than retail sales.
Gross profit for the retail division increased 2.8% to $15.5 million in
the first thirteen weeks of 2001 from $15.0 million in the first thirteen weeks
of 2000 as a result of higher retail sales. As a percentage of net retail sales,
gross profit for the retail division decreased from 45.1% in the first thirteen
weeks of 2000 to 44.3% in the first thirteen weeks of 2001 due to lower
merchandise gross margins.
Selling, general and administrative expenses decreased 2.0% from $17.6
million in the first thirteen weeks of 2000 to $17.3 million in the first
thirteen weeks of 2001. The decrease was primarily attributable to lower store
operating costs due to a reduction in the average number of stores in operation
in 2001 compared with 2000. Depreciation and amortization increased 45.4% from
$1.2 million in the first thirteen weeks of 2000 to $1.8 million in the first
thirteen weeks of 2001. The increase is due primarily to the amortization of
goodwill related to the acquisition of perfumania.com in May 2000 and
depreciation related to information systems improvements during the past year.
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EBITDA, defined as earnings (loss) from operations less depreciation
and amortization improved by $0.6 million from ($1.2) million in the first
thirteen weeks of 2000 to ($0.6) million in the first thirteen weeks of 2001,
due to increased sales and gross profit and lower selling, general and
administrative expenses as described above.
Interest expense decreased from $4.0 million for the thirteen weeks of
2000 to $1.0 million for the thirteen weeks of 2001. The prior comparative
period reflected 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. Additionally, in the current period, we benefited
from a lower cost of borrowing on our bank line of credit because of a decrease
in the prime rate.
Equity in loss of partially-owned affiliate of $1.2 million in the
first thirteen weeks of 2000 resulted from the Company's then 21.8% ownership
interest in Envision Development Corporation ("EDC"). In fiscal 2000, the
Company wrote off its remaining investment in EDC of approximately $0.6 million
due to EDC ceasing operations.
Other income of $1.0 million in the first thirteen weeks of 2000
resulted from the recovery of a write-off on a convertible note receivable that
had previously been written off in fiscal 1999.
As a result of the foregoing, we had a net loss of $3.4 million in the
first thirteen weeks of 2001 compared to a net loss of $6.6 million in the first
thirteen weeks of 2000. Net loss per share for the thirteen week periods of 2001
and 2000 was $0.34 and $0.78 per share, respectively.
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 2001, these capital requirements generally were satisfied through
borrowings under our credit facility and cash flows from operations.
At May 5, 2001, we had a working capital of approximately $4.3 million
compared to a working capital of approximately $7.0 million at February 3, 2001.
The reduction was primarily due to increases in our bank line of credit and
accounts payable offset by an increase in inventories as a result of seasonal
demands.
Net cash used in operating activities during the current period was
approximately $0.5 million compared with approximately $8.2 million for the same
period in the prior year. The reduction in cash used in operating activities was
a result of the net change in our trade receivables, advances to suppliers,
inventories and accounts payable.
Net cash used in investing activities was approximately $0.2 million,
compared with approximately $4.1 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 and information system
advancements.
Net cash provided by financing activities during the current period was
approximately $1.2 million compared with approximately $13.2 million for the
same time period in the prior year. The prior year reflected the issuance of $9
million convertible notes in March 2000.
Perfumania's three year senior secured credit facility with GMAC
Commercial Credit LLC provides for borrowings of up to $40 million and supports
normal working capital requirements and other general corporate purposes. As of
May 5, 2001, the credit facility bore interest at 7.5%. Borrowings are secured
by a first lien on all assets of Perfumania and the assignment of a life
insurance policy on an officer of the Company. The line 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 May 5, 2001, Perfumania was in
compliance with all financial covenants of the line.
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Management believes that Perfumania's borrowing capacity under its 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 May 5, 2001, Perfumania closed 3 stores
and did not open any new stores. At May 5, 2001, Perfumania operated 254 stores.
Management intends to focus on improving the profitability of existing stores
and plans to open a maximum of 10 new stores in fiscal 2001.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
During the quarter ended May 5, 2001, there have been no material
changes in the information about our market risks as of February 3, 2001 as set
forth in Item 7A of the 2000 Form 10-K.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 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
Number Description of Exhibit
- ------ ----------------------
- ---------------
(1) Filed herewith.
(b) Reports on Form 8-K.
None
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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 15, 2001 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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