1 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 AUGUST 1, 1998 COMMISSION FILE NUMBER 0-19714 PERFUMANIA, INC. STATE OF FLORIDA I.R.S. NO. 65-0026340 11701 N.W. 101ST ROAD MIAMI, FLORIDA 33178 TELEPHONE NUMBER: (305) 889-1600 INDICATE BY CHECK MARK WHETHER THE REGISTRANT, (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING TWELVE (12) MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST NINETY (90) DAYS. YES [X] NO [ ] COMMON STOCK $.01 PAR VALUE OUTSTANDING SHARES AT AUGUST 1, 1998 - 7,930,291 2 TABLE OF CONTENTS PERFUMANIA, INC. PART I FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS Consolidated Balance Sheets ............................. 3 Consolidated Statements of Operations ................... 4 Consolidated Statements of Cash Flows ................... 5 Notes to Condensed Consolidated Financial Statements .... 6 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS ....................................... 9 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PERFUMANIA, INC. CONSOLIDATED BALANCE SHEETS August 1, 1998 January 31, 1998 -------------- ---------------- ASSETS Current assets: Cash and cash equivalents $ 1,684,815 $ 1,554,117 Trade receivables, less allowance for doubtful accounts of $764,954 and $704,954 6,007,315 5,186,473 Advances to suppliers 8,738,460 7,611,036 Inventories, net of reserve of $601,275 and $2,750,000 70,045,648 73,137,842 Prepaid expenses and other current assets 1,642,838 2,086,118 Tax refund receivable 7,277 814,766 Net deferred tax asset 1,219,856 1,219,856 Due from related parties 922,855 772,855 ------------- ------------- Total current assets 90,269,064 92,383,063 Property and equipment, net 21,879,902 18,307,240 Leased equipment under capital leases, net 1,721,840 2,266,674 Other assets 1,595,081 1,764,906 ------------- ------------- $ 115,465,887 $ 114,721,883 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Bank line of credit and current portion of notes payable $ 37,066,722 $ 34,139,766 Accounts payable - non affiliates 14,645,466 13,308,914 Accounts payable - affiliates 20,251,830 16,958,163 Accrued expenses and other liabilities 6,185,910 6,848,923 Income taxes payable 367,542 505,098 Current portion of obligations under capital leases 715,257 1,030,340 Due to related parties 345,437 304,483 ------------- ------------- Total current liabilities 79,578,164 73,095,687 ------------- ------------- Long term portion of notes payable 3,843,270 4,709,434 Long-term portion of obligations under capital leases 669,943 933,615 ------------- ------------- Total liabilities 84,091,377 78,738,736 ------------- ------------- Commitments and contingencies -- -- ------------- ------------- Stockholders' equity: Preferred stock, $.01 par value, 1,000,000 shares authorized, none issued -- -- Common stock, $.01 par value, 25,000,000 shares authorized, 7,930,291 and 7,845,291 shares issued and outstanding 79,303 78,453 Capital in excess of par 52,385,511 52,386,361 Treasury stock (5,085,435) (4,521,068) Accumulated deficit (16,004,869) (11,960,599) ------------- ------------- Total stockholders' equity 31,374,510 35,983,147 ------------- ------------- $ 115,465,887 $ 114,721,883 ============= ============= See accompanying notes to consolidated financial statements 3 4 PERFUMANIA, INC. CONSOLIDATED STATEMENTS OF OPERATIONS THIRTEEN THIRTEEN TWENTY-SIX TWENTY-SIX WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED AUGUST 1, 1998 AUGUST 2, 1997 AUGUST 1, 1998 AUGUST 2, 1997 -------------- -------------- -------------- -------------- Net sales: Unaffiliated customers $ 39,684,364 $ 36,095,848 $ 78,152,339 $ 65,042,533 Affiliates -- 1,188,682 -- 2,230,721 ------------ ------------ ------------ ------------ 39,684,364 37,284,530 78,152,339 67,273,254 ------------ ------------ ------------ ------------ Cost of goods sold: Unaffiliated customers 23,173,689 20,648,699 46,836,147 36,689,383 Affiliates -- 1,007,553 -- 2,049,592 ------------ ------------ ------------ ------------ 23,173,689 21,656,252 46,836,147 38,738,975 ------------ ------------ ------------ ------------ Gross profit 16,510,675 15,628,278 31,316,192 28,534,279 ------------ ------------ ------------ ------------ Operating expenses: Selling, general and administrative 15,522,774 14,277,483 30,860,322 28,486,307 Depreciation and amortization 1,094,215 1,156,772 2,176,473 2,286,221 ------------ ------------ ------------ ------------ Total operating expenses 16,616,989 15,434,255 33,036,795 30,772,528 ------------ ------------ ------------ ------------ Income (loss) from operations Before other expense (106,314) 194,023 (1,720,603) (2,238,249) Other expense (1,166,344) (955,601) (2,323,667) (1,853,589) ------------ ------------ ------------ ------------ Loss before income taxes (1,272,658) (761,578) (4,044,270) (4,091,838) Benefit for income taxes -- (304,631) -- (1,636,735) ------------ ------------ ------------ ------------ Net loss before cumulative effect of change in accounting principle (1,272,658) (456,947) (4,044,270) (2,455,103) ------------ ------------ ------------ ------------ Cumulative effect of change in accounting principle, net of income tax benefit of $380,958 -- -- -- (631,418) ============ ============ ============ ============ Net loss $ (1,272,658) $ (456,947) $ (4,044,270) $ (3,086,521) ============ ============ ============ ============ Basic loss per common share: Net loss before cumulative effect of change in accounting principle $ (0.20) $ (0.06) $ (0.62) $ (0.35) Cumulative effect of change in accounting principle, net of tax benefit -- -- -- $ (0.09) ------------ ------------ ------------ ------------ Net loss $ (0.20) $ (0.06) $ (0.62) $ (0.44) ------------ ------------ ------------ ------------ Diluted loss per common share: Net loss before cumulative effect of change in accounting principle $ (0.20) $ (0.06) $ (0.62) $ (0.35) Cumulative effect of change in accounting principle, net of tax benefit -- -- -- $ (0.09) ------------ ------------ ------------ ------------ Net loss $ (0.20) $ (0.06) $ (0.62) $ (0.44) ------------ ------------ ------------ ------------ Weighted average number of shares outstanding: Basic 6,519,440 7,092,772 6,519,440 7,106,672 Diluted 6,539,897 7,265,510 6,547,018 7,279,186 See accompanying notes to consolidated financial statements. 4 5 PERFUMANIA, INC CONSOLIDATED STATEMENTS OF CASH FLOWS TWENTY-SIX TWENTY-SIX WEEKS ENDED WEEKS ENDED AUGUST 1, 1998 AUGUST 2, 1997 -------------- -------------- Cash flows from operating activities: Net loss $(4,044,270) $(3,086,521) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Benefit for deferred taxes -- (2,017,610) Provision for doubtful accounts 60,000 510,000 Depreciation and amortization 2,176,473 2,286,221 Loss on disposition -- 138,350 Cumulative effect of change in accounting principle -- 631,418 Change in assets and liabilities, (Increase) decrease in: Trade receivables (880,842) 1,762,490 Advance to suppliers (1,127,424) (3,958,056) Inventories 3,092,194 2,836,474 Other current assets 443,280 497,597 Due from related parties (150,000) -- Tax refund receivable 807,489 -- Other assets 169,825 70,593 Increase (decrease) in: Accounts payable 4,630,219 (1,114,859) Other current liabilities (663,013) (14,059) Income taxes payable (137,556) (1,012,694) ----------- ----------- Total adjustments 8,420,645 615,865 ----------- ----------- Net cash provided by (used in) operating activities 4,376,375 (2,470,656) ----------- ----------- Cash flows from investing activities: Additions to property and equipment (5,204,301) (2,231,648) ----------- ----------- Net cash used in investing activities (5,204,301) (2,231,648) ----------- ----------- Cash flows from financing activities: Borrowings and repayments under loan payable 2,060,792 5,774,104 Repayments and loans to related parties 40,954 (15,517) Principal payments under capital lease obligations (578,755) (477,107) Purchase of treasury stock (564,367) (190,239) ----------- ----------- Net cash provided by financing activities 958,624 5,091,241 ----------- ----------- Increase in cash and cash equivalents 130,698 388,937 Cash and cash equivalents at beginning of period 1,554,117 1,641,527 ----------- ----------- Cash and cash equivalents at end of period $ 1,684,815 $ 2,030,464 =========== =========== Supplemental disclosure of cash flow information: Cash paid for: Interest $ 2,512,626 $ 2,323,228 Income Taxes 137,556 1,012,694 See accompanying notes to consolidated financial statements. 5 6 PERFUMANIA, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (1). SIGNIFICANT ACCOUNTING POLICIES The condensed consolidated financial statements include the accounts of Perfumania and subsidiaries (the Company). All material intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. The financial information presented herein, which is not necessarily indicative of results to be expected for the current fiscal year, reflects all adjustments which, in the opinion of the Company, are necessary for a fair statement of the results for the periods indicated. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1998. (2). STOCKHOLDERS' EQUITY COMMON STOCK CAPITAL IN TREASURY STOCK ------------------------------ EXCESS --------------------------- ACCUMULATED SHARES AMOUNT OF PAR SHARES AMOUNT DEFICIT TOTAL ------------ ------------ ------------ ------------ ------------ ------------ ------------ Balance at January 31, 1998 7,845,291 $ 78,453 $ 52,386,361 1,218,360 $ (4,521,068) $(11,960,599) $ 35,983,147 Issuance of Common stock 85,000 850 (850) -- -- -- -- Purchases of Treasury stock -- -- -- 192,491 (564,367) -- (564,367) Net loss for the Twenty-six weeks Ended August 1, 1998 -- -- -- -- -- (4,044,270) (4,044,270) ------------ ------------ ------------ ------------ ------------ ------------ ------------ Balance at August 1, 1998 7,930,291 $ 79,303 $ 52,385,511 1,410,851 $ (5,085,435) $(16,004,869) $ 31,374,510 ============ ============ ============ ============ ============ ============ ============ (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 the dilutive effect of those stock options where the option exercise prices exceed the average market price of the common shares for the respective quarters. 6 7 (4). SEGMENT INFORMATION The Company 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 THIRTEEN WEEKS TWENTY-SIX TWENTY-SIX ENDED ENDED WEEKS ENDED WEEKS ENDED AUGUST 1, 1998 AUGUST 2, 1997 AUGUST 1, 1998 AUGUST 2, 1997 -------------- -------------- -------------- -------------- Sales Wholesale $10,234,862 $ 8,332,664 $23,702,792 $14,873,987 Retail 29,449,502 28,951,866 54,449,547 52,399,267 ----------- ----------- ----------- ----------- Total net sales $39,684,364 $37,284,530 $78,152,339 $67,273,254 ----------- ----------- ----------- ----------- Cost of goods sold Wholesale $ 8,322,179 $ 6,168,258 $18,602,370 $11,253,231 Retail 14,851,510 15,487,994 28,233,777 27,485,744 ----------- ----------- ----------- ----------- Total cost of goods sold $23,173,689 $21,656,252 $46,836,147 $38,738,975 ----------- ----------- ----------- ----------- Gross profit Wholesale $ 1,912,683 $ 2,164,406 $ 5,100,422 $ 3,620,756 Retail 14,597,992 13,463,872 26,215,770 24,913,523 ----------- ----------- ----------- ----------- Total gross profit $16,510,675 $15,628,278 $31,316,192 $28,534,279 ----------- ----------- ----------- ----------- Number of stores 286 271 AUGUST 1, JANUARY 31, 1998 1998 ----------- ----------- INVENTORY Wholesale $13,348,871 $20,368,792 Retail 56,696,777 52,769,050 ----------- ----------- $70,045,648 $73,137,842 ----------- ----------- An unaffiliated customer of the wholesale segment accounted for approximately 12% and 7% of the consolidated net sales for the twenty-six weeks ended August 1, 1998 and August 2, 1997, respectively, and 15% and 53% of the consolidated net trade accounts receivable balance at August 1, 1998 and August 2, 1997, respectively. (5) RECENT ACCOUNTING PRONOUNCEMENTS In April 1998, the American Institute of Certified Public Accountants issued Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs of Start-Up Activities", which requires the Company to expense preopening expenses as incurred. Previously, the Company had capitalized and amortized these expenses over 18 months. SOP 98-5 is effective for financial statements for fiscal years beginning after December 15, 1998, does not require restatement of prior periods and is applied as of the beginning of the fiscal year in which the SOP is first adopted. The Company early adopted SOP 98-5 in fiscal 1997 and reported the initial application as a cumulative effect of a change in accounting principle in the Consolidated Statement of Operations for the year ended January 31, 1998. Accordingly, the Company's net loss and net loss per common share for the thirteen and twenty-six weeks ended August 2, 1997 in the accompanying Consolidated Statements of Operations has been restated to reflect this change. The effect of the change in accounting 7 8 principle was to reduce the net loss before cumulative effect of change in accounting principle reported for the first twenty-six weeks of 1997 by approximately $136,000. In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income". This statement establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. Comprehensive income is defined as the change in equity arising from non-owner sources. It includes net income as well as foreign currency items, minimum pension liability adjustments, and unrealized gains and losses on certain investments in debt and equity securities. This statement is effective for fiscal years beginning after December 15, 1997. Comprehensive loss for the thirteen and twenty-six weeks ended August 1, 1998 was $1,272,658 and $4,044,270, respectively, as compared to comprehensive loss of $456,947 and $3,086,521 for the same periods in the prior year. (6). OTHER During the fiscal years 1997 and 1996, the Company made sales to L. Luria & Son, Inc. ("Luria's") in the amounts of $1,999,823 and $2,473,623, respectively. The Company wrote off in 1997 receivables from Luria's in the approximate amount of $1,200,000. The Company has been characterized as an insider in the liquidating plan or reorganization filed on April 6, 1998 by Luria's in the United States Bankruptcy Court, Southern District of Florida. In August 1998, the committee of unsecured creditors in Luria's bankruptcy proceedings filed a complaint with the United States Bankruptcy Court, Southern District of Florida, to recover substantial funds from the Company. The complaint alleges that Luria's made preference payments, as defined by the Bankruptcy Court, to the Company and seeks recovery of said preference payments, as well as disallowing any and all claims of the Company against Luria's until full payment of the preference payments have been made. Management cannot presently predict the outcome of these matters, although management believes, upon the advice of legal counsel, 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. 8 9 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 Perfumania does not provide forecasts of future financial performance. Forward-looking statements in this Form 10-Q and other Company reports and press releases are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and, in connection therewith, the Company wishes to caution readers that the following important factors, among others, in some cases have affected and in the future could affect the Company's actual results and could cause such results to differ materially from those expressed in forward-looking statements made by or on behalf of the Company. SEASONALITY. The Company has historically experienced higher sales in the third and fourth fiscal quarters than in the first and second fiscal quarters. Significantly higher fourth fiscal quarter retail sales result from increased purchases of fragrances as gift items during the Christmas holiday season. The Company's quarterly results may also vary due to the timing of new store openings, net sales contributed by new stores and fluctuations in comparable sales of existing stores. A variety of factors affect the sales levels of new and existing stores, including the retail sales environment and the level of competition, the effect of marketing and promotional programs, acceptance of new product introductions, adverse weather conditions and general economic conditions. LACK OF LONG-TERM AGREEMENTS WITH SUPPLIERS. The Company's success depends to a large degree on its ability to provide an extensive assortment of brand name and designer fragrances. The Company has no long-term purchase contracts or other contractual assurance of continued supply, pricing or access to new products. While the Company believes it has good relationships with its vendors, the inability to obtain merchandise from one or more key vendors on a timely basis, or a material change in the Company's ability to obtain necessary merchandise could have a material adverse effect on its results of operations. DEPENDENCE ON LINE OF CREDIT. As discussed above, the Company experiences significant seasonal fluctuations in its sales and operating results, as is common with many specialty retailers. The Company utilizes its line of credit to fund inventory purchases and to support new retail store openings. Any future limitation on the Company's borrowing ability and access to financing could limit the Company's ability to open new stores and to obtain merchandise on satisfactory terms. The Company's current line of credit contains financial covenants, including a net income covenant. Should the Company not be able to meet its covenants, its borrowing ability and thus, its operations will be seriously affected. DEPENDENCE ON KEY PERSONNEL. Simon Falic, the Company's Chairman of the Board, President and Chief Executive Officer and Jerome Falic, the Company's Chief Merchandising Officer, are primarily responsible for the Company's merchandise purchases, and have developed strong, reliable relationships with suppliers, as well as customers of the Wholesale division in the United States, Europe, Asia and South America. The loss of service of either of these, or any of the Company's other current executive officers could have a material adverse effect on the Company. ABILITY TO MANAGE GROWTH. While the Company has grown significantly in the past several years, there is no assurance that the Company will sustain the growth in the number of retail stores and revenues that it has achieved historically. The Company's growth is dependent, in large part, upon the Company's ability to open and operate new retail stores on a profitable basis, which in turn is subject to, among other things, the Company's ability to secure suitable stores sites on satisfactory terms, the Company's ability to hire, train and retain qualified management and other personnel, the availability of adequate capital resources and the successful integration of new stores into existing operations. There can be no assurance that the Company's new stores will achieve sales and profitability comparable to existing stores, or that the opening of new locations will not cannibalize sales at existing locations. 9 10 LITIGATION. As is often the case in the fragrance and cosmetics business, some of the merchandise purchased by suppliers such as the Company may have been manufactured by entities who are not the owners of the trademarks or copyrights for the merchandise. If the Company were called upon or challenged by the owner of a particular trademark or copyright to demonstrate that the specific merchandise was produced and sold with the proper authority and the Company were unable to do so, the Company could, among other things, be restricted from reselling the particular merchandise or be subjected to other liabilities, which could have an adverse effect on the Company's business and results of operations. OTHER. The Company has been characterized as an insider in the liquidating plan of reorganization filed on April 6, 1998 by L. Luria & Son, Inc. ("Luria's") in the United States Bankruptcy Court, Southern District of Florida. In August 1998, the committee of unsecured creditors in Luria's bankruptcy proceedings filed a complaint with the United States Bankruptcy Court, Southern District of Florida, to recover substantial funds from the Company. The complaint alleges that Luria's made preference payments, as defined by the Bankruptcy Court, to the Company and seeks recovery of said preference payments, as well as disallowing any and all claims of the Company against Luria's until full payment of the preference payments have been made. Management cannot presently predict the outcome of these matters, although management believes, upon the advice of counsel, 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. SEASONALITY The Company's operations have historically been seasonal, with generally higher retail sales in the third and fourth fiscal quarters than in the first and second fiscal quarters. Significantly higher fourth fiscal quarter retail sales result from increased purchases of fragrances as gift items during the Christmas holiday season. Wholesale sales also vary by fiscal quarter as a result of the selection of merchandise available for sale as well as the need for the Company to stock its retail stores for the Christmas holiday season. Therefore, the results of any interim period are not necessarily indicative of the results that might be expected during a full fiscal year. LIQUIDITY AND CAPITAL RESOURCES The Company's principal capital requirements are to fund working capital needs, new store additions and renovation of existing stores. For the first twenty-six weeks of fiscal 1998, these capital requirements have generally been satisfied by short term borrowings and cash flows from operations. Net cash provided by operating activities during the twenty-six weeks ended August 1, 1998 was approximately $4.4 million, principally as a result of the net change in the Company's inventory, trade receivables, and accounts payable, which offset the net loss for the twenty-six week period. At August 1, 1998, approximately $0.9 million of the Company's trade receivables were considered past due compared to $1.1 million at January 31, 1998. Of the $6.0 million in trade receivables due from unaffiliated customers, $0.9 million was due from one customer which also accounted for 7% of the Company's wholesale sales during the thirteen weeks ended August 1, 1998. The Company's sales to this customer are made on an open account terms and since late 1991 the Company has extended credit terms to this customer of up to one year. The Company has not experienced any write-offs of accounts receivable from this customer due to collectibility. Net cash used in investing activities during the current period was $5.2 million. This represents purchases of furniture, fixtures and equipment for new store openings and the renovation of existing stores during the first three quarters. The increase in 1998 capital expenditures is due to a higher level of both new store and remodel construction activity compared to 1997. Net cash provided by financing activities during the current period was approximately $1.0 million, which was primarily the result of an increase in the Company's use of its line of credit. In May 1998, the Company's $35 million line of credit was extended from April 1999 to April 2001, and certain covenants were revised. Management believes that cash provided by operations together with borrowing under the Company's line of credit will be sufficient to fund estimated capital expenditures associated with the Company's scheduled opening of new stores through fiscal 1998 and other working capital requirements. 10 11 During the thirteen weeks ended August 1, 1998, the Company opened 9 stores and closed 7 stores. At August 1, 1998, the Company operated 286 stores. RESULTS OF OPERATIONS COMPARISON OF THE THIRTEEN WEEKS ENDED AUGUST 1, 1998 WITH THE THIRTEEN WEEKS ENDED AUGUST 2, 1997. Net sales increased from $37.3 million in the thirteen weeks ended August 2, 1997, to $39.7 million in the thirteen weeks ended August 1, 1998. Wholesale sales increased by 22.8% (from $8.3 million to $10.2 million) and retail sales increased by 1.7% (from $29.0 million to $29.5 million). The increase in wholesale sales was due to continued efforts to reduce inventory levels. The increase in retail sales was principally due to the increase in the number of stores operated during the thirteen weeks ended August 1, 1998 compared to the thirteen weeks ended August 2, 1997. Comparable store sales during the current period decreased 4.4% when compared to last year. Gross profit increased 5.7% from $15.6 million in the thirteen weeks ended August 2, 1997 (41.9% of net sales) to $16.5 million in the thirteen weeks ended August 1, 1998 (41.6% of net sales) primarily due to an increase in gross profit for the retail division. Gross profit for the wholesale division decreased from $2.2 million in the thirteen weeks ended August 2, 1997 to $1.9 million in the thirteen weeks ended August 1, 1998. As a percentage of net sales, gross profit for the wholesale division decreased from 26.0% in the thirteen weeks ended August 2, 1997 to 18.7% in the thirteen weeks ended August 1, 1998, primarily as a result of lower margin sales. Gross profit for the retail division increased to $14.6 million in the thirteen weeks ended August 1, 1998 from $13.5 million in the thirteen weeks ended August 2, 1997 as a result of higher retail sales. As a percentage of net sales, gross profit for the retail division increased from 46.5% in the thirteen weeks ended August 2, 1997 to 49.6% in the thirteen weeks ended August 1, 1998 primarily as a result of less promotional sales of merchandise at lower margins, as well as the introduction of a new private label bath, body and cosmetic line in the current quarter. Sales of this private label line yields gross margins significantly higher than the Company's fragrance sales. Operating expenses, which include selling, general and administrative expenses as well as depreciation, increased 7.7% from $15.4 million in the thirteen weeks ended August 2, 1997 to $16.6 million in the thirteen weeks ended August 1, 1998. The increase was primarily due to costs associated with the operation of an average of 14 additional stores during the current period. As a result of the foregoing, the Company had a net loss of $1,272,658, or ($0.20) per diluted share, in the thirteen weeks ended August 1, 1998 compared to a net loss of $456,947, or ($0.06) per diluted share, in the thirteen weeks ended August 2, 1997. Excluding the tax benefit of $304,631 in 1997, the loss for the thirteen weeks ended August 2, 1997 was $761,578 or ($0.11) per diluted share. COMPARISON OF THE TWENTY-SIX WEEKS ENDED AUGUST 1, 1998 WITH THE TWENTY-SIX WEEKS ENDED AUGUST 2, 1997 Net sales increased 16.2% from $67.3 million in the twenty-six weeks ended August 2, 1997 to $78.2 million in the twenty-six weeks ended August 1, 1998. The increase in net sales was due to a 3.9% increase in retail sales (from $52.4 million to $54.5 million), and a 59.4% increase in wholesale sales (from $14.9 million to $23.7 million). The increase in wholesale sales was primarily attributable to continued efforts to reduce inventory levels. The increase in retail sales was principally due to the increase in the number of stores operated during the twenty-six weeks ended August 1, 1998 compared to the twenty-six weeks ended August 2, 1997. Comparable store sales during the twenty-six weeks ended August 2, 1997 decreased 2.7% when compared to last year. 11 12 Gross profit increased 9.7% from $28.5 million in the twenty-six weeks ended August 2, 1997 (42.4% of net sales) to $31.3 million in the twenty-six weeks ended August 1, 1998 (40.1% of net sales) as a result of increases in both retail and wholesale sales. The decrease in gross profit as a percentage of sales is due to the increase in wholesale sales. Wholesale sales yield significantly lower margins compared to retail sales. Gross profit for the wholesale division increased 40.8% from $3.6 million in the twenty-six weeks ended August 2, 1997 to $5.1 million in the twenty-six weeks ended August 1, 1998, primarily as a result of higher wholesale sales. As a percentage of net sales, gross profit for the wholesale division decreased from 24.3% in the twenty-six weeks ended August 2, 1997 to 21.5% in the twenty-six weeks ended August 1, 1998. Gross profit for the retail division increased 5.2% from $24.9 million in the twenty-six weeks ended August 2, 1997 to $26.2 million in the twenty-six weeks ended August 1, 1998. The retail division's gross margin increased from 47.5% in the twenty-six weeks ended August 2, 1997 to 48.1% in the twenty-six weeks ended August 1, 1998 as a result of less promotional sales of merchandise at lower margins. Operating expenses increased $2.3 million in the twenty-six weeks ended August 1, 1998 compared to the twenty-six weeks ended August 2, 1997. The increase was primarily due to costs associated with the operation of an average of 15 additional stores. During the twenty-six weeks ended August 1, 1998 the Company had a net loss of $4,044,270 or ($0.62) per diluted share, compared to a net loss of $3,086,521 or ($0.44) per diluted share during the twenty-six weeks ended August 2, 1997. Excluding the cumulative effect of the change in accounting principle of $631,418 and a tax benefit of $1,636,735 in 1997, the loss for the first twenty-six weeks of 1997 was $4,091,838 or $($0.56) per diluted share. 12 13 PERFUMANIA, 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. PERFUMANIA, INC. (Registrant) Date: September 10, 1998 By: /s/ Simon Falic ------------------------------------ Simon Falic Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) By: /s/ Ron A. Friedman ------------------------------------ Ron A. Friedman Chief Financial Officer, Treasurer, and Secretary (Principal Financial and Accounting Officer) 13