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 October 29, 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|
Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes |_| No|X|
The number of shares outstanding of the registrant's common stock, as of the
latest practicable date: At December 13, 2005 there were 2,953,091 outstanding
shares of its common stock, $0.01 par value.
TABLE OF CONTENTS
E COM VENTURES, INC. AND SUBSIDIARIES
PART I
FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS (unaudited)...........................................3
Condensed Consolidated Balance Sheets.................................3
Condensed Consolidated Statements of Operations.......................4
Condensed 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
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.......................................................... ....12
ITEM 4 CONTROLS AND PROCEDURES...................................................12
PART II
OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS.........................................................12
ITEM 1A RISK FACTORS .............................................................12
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS..................................................................13
ITEM 3 DEFAULTS UPON SENIOR SECURITIES...........................................13
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......................13
ITEM 5 OTHER INFORMATION.........................................................13
ITEM 6 EXHIBITS..................................................................13
SIGNATURES..............................................................................14
CERTIFICATIONS..........................................................................15
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
E COM VENTURES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS: October January 29,
29, 2005 2005
------------- -------------
Current assets:
Cash and cash equivalents $ 4,460,263 $ 1,249,543
Trade receivables, net 1,700,871 695,812
Inventories 89,715,950 78,929,639
Prepaid expenses and other current assets 831,929 1,149,723
------------- -------------
Total current assets 96,709,013 82,024,717
Property and equipment, net 24,817,337 23,070,723
Goodwill 1,904,448 1,904,448
Other assets, net 541,710 817,156
------------- -------------
Total assets $ 123,972,508 $ 107,817,044
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Bank line of credit $ 44,879,886 $ 31,528,212
Accounts payable 12,031,393 18,111,196
Accounts payable, affiliates 35,050,994 23,228,325
Accrued expenses and other liabilities 6,690,035 6,685,494
Current portion of obligations under capital leases 221,679 231,353
------------- -------------
Total current liabilities 98,873,987 79,784,580
Convertible note payable- affiliate 5,000,000 5,000,000
Long-term portion of obligations under capital leases 7,800,341 7,972,455
------------- -------------
Total liabilities 111,674,328 92,757,035
------------- -------------
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; 3,851,341 and 3,834,684 shares issued
in fiscal years 2005 and 2004, respectively 38,514 38,347
Additional paid-in capital 75,988,415 75,347,588
Treasury stock, at cost, 898,249 shares in fiscal years 2005 and 2004 (8,576,944) (8,576,944)
Accumulated deficit (55,151,805) (51,748,982)
------------- -------------
Total shareholders' equity 12,298,180 15,060,009
------------- -------------
Total liabilities and shareholders' equity $ 123,972,508 $ 107,817,044
============= =============
See accompanying notes to condensed consolidated financial statements.
3
E COM VENTURES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Thirteen Weeks Thirteen Weeks Thirty-Nine Weeks Thirty-Nine Weeks
Ended Ended Ended Ended
October 29, 2005 October 30, 2004 October 29, 2005 October 30, 2004
--------------- --------------- --------------- ---------------
Net sales $ 48,657,395 $ 50,802,593 $ 146,133,940 $ 142,844,790
Cost of goods sold 28,128,186 31,062,890 86,219,889 84,732,397
--------------- --------------- --------------- ---------------
Gross profit 20,529,209 19,739,703 59,914,051 58,112,393
--------------- --------------- --------------- ---------------
Operating expenses:
Selling, general and administrative 19,377,544 18,496,051 56,456,442 55,538,277
Depreciation and amortization 1,257,564 1,441,835 4,027,130 4,474,732
--------------- --------------- --------------- ---------------
Total operating expenses 20,635,108 19,937,886 60,483,572 60,013,009
--------------- --------------- --------------- ---------------
Loss from operations (105,899) (198,183) (569,521) (1,900,616)
Interest expense, net (1,008,585) (905,292) (2,833,302) (2,370,072)
--------------- --------------- --------------- ---------------
Net loss $ (1,114,484) $ (1,103,475) $ (3,402,823) $ (4,270,688)
=============== =============== =============== ===============
Net loss per common share:
Basic $ (0.38) $ (0.38) $ (1.15) $ (1.52)
=============== =============== =============== ===============
Diluted $ (0.38) $ (0.38) $ (1.15) $ (1.52)
=============== =============== =============== ===============
Weighted average number of common
shares outstanding:
Basic 2,952,903 2,893,092 2,946,959 2,803,263
=============== =============== =============== ===============
Diluted 2,952,903 2,893,092 2,946,959 2,803,263
=============== =============== =============== ===============
See accompanying notes to condensed consolidated financial statements.
4
E COM VENTURES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Thirty-Nine Weeks Thirty-Nine Weeks
Ended Ended
October 29, 2005 October 30, 2004
--------------- ---------------
Cash flows from operating activities:
Net loss $ (3,402,823) $ (4,270,688)
Adjustments to reconcile net loss to net cash
used in operating activities:
Provision for impairment of assets and store closing 132,916 141,479
Depreciation and amortization 4,027,130 4,474,732
Change in operating assets and liabilities:
Trade receivables (1,005,059) (527,796)
Inventories (10,786,311) (30,622,053)
Prepaid expenses and other assets 451,516 (157,577)
Accounts payable, non-affiliates (6,079,803) 5,882,846
Accounts payable, affiliates 11,822,669 11,440,203
Accrued expenses and other liabilities 277,625 (3,893,842)
--------------- ---------------
Net cash used in operating activities (4,562,140) (17,532,696)
--------------- ---------------
Cash flows from investing activities:
Additions to property and equipment (5,620,386) (3,498,614)
--------------- ---------------
Net cash used in investing activities (5,620,386) (3,498,614)
--------------- ---------------
Cash flows from financing activities:
Net borrowings under bank line of credit 13,351,674 13,910,145
Principal payments under capital lease obligations (193,422) (197,268)
Proceeds from note and interest receivable,
shareholder and officer -- 327,311
Proceeds from subordinated secured demand loan, affiliate -- 5,000,000
Proceeds from stock transactions 234,994 1,558,535
--------------- ---------------
Net cash provided by financing activities 13,393,246 20,598,723
--------------- ---------------
Increase (decrease) in cash and cash equivalents 3,210,720 (432,587)
Cash and cash equivalents at beginning of period 1,249,543 1,961,310
--------------- ---------------
Cash and cash equivalents at end of period $ 4,460,263 $ 1,528,723
=============== ===============
See accompanying notes to condensed consolidated financial statements.
5
E COM VENTURES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED 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 October 29, 2005,
Perfumania operated a chain of 241 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 condensed consolidated financial statements include the accounts of
ECOMV and subsidiaries. All material intercompany balances and transactions have
been eliminated in consolidation.
The accompanying unaudited condensed consolidated 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 condensed consolidated financial statements. It is
suggested that these condensed consolidated financial statements be read in
conjunction with the financial statements and the notes thereto included in our
Annual Report on Form 10-K for the fiscal year ended January 29, 2005, filed
with the SEC on April 29, 2005.
SEASONALITY AND QUARTERLY RESULTS
Our operations historically have been seasonal, with higher sales in the
fourth quarter than the other three fiscal quarters. Significantly higher fourth
quarter retail sales result from increased purchases of fragrances as gift items
during the holiday season. Our quarterly results may vary due to timing of new
store openings, net sales contributed by new stores and fluctuations in
comparable sales of existing stores. Results of any interim period are not
necessarily indicative of the results that may be expected during a full fiscal
year.
RECLASSIFICATIONS
Certain fiscal year 2004 amounts have been reclassified to conform with
the fiscal year 2005 presentation.
NOTE 2 - ACCOUNTING FOR STOCK-BASED COMPENSATION
In December 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based
Payment, ("FAS 123(R)"). This Statement requires companies to expense the
estimated fair value of stock options and similar equity instruments issued to
employees. Currently, companies are required to calculate the estimated fair
value of these share-based payments and can elect to either include the
estimated cost in earnings or disclose the pro forma effect in the footnotes to
their financial statements. We have chosen to disclose the proforma effect. The
fair value concepts were not changed significantly in FAS 123(R); however, in
adopting this Standard, companies must choose among alternative valuation models
and amortization assumptions. The valuation model and amortization assumption we
have used continues to be available, but we have not yet completed our
assessment of the alternatives. In April 2005, the SEC announced a deferral of
the effective date of FAS 123(R). This Statement will become effective in our
fiscal year beginning January 29, 2006.
6
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 shares would have been increased to the proforma amounts presented
below.
Thirteen Weeks Thirteen Weeks Thirty-Nine Weeks Thirty-Nine Weeks
Ended Ended Ended Ended
October 29, 2005 October 30, 2004 October 29, 2005 October 30, 2004
--------------- --------------- --------------- ---------------
Net loss as reported $ (1,114,484) $ (1,103,475) $ (3,402,823) $ (4,270,688)
Add: Total fair value of stock based
employee compensation expense not included
in reported net loss, net (5,433) (6,358) (1,271,923) (24,887)
--------------- --------------- --------------- ---------------
Proforma net loss $ (1,119,917) $ (1,109,833) $ (4,674,746) $ (4,295,575)
=============== =============== =============== ===============
Proforma net loss per share:
Basic $ (0.38) $ (0.38) $ (1.59) $ (1.53)
=============== =============== =============== ===============
Diluted $ (0.38) $ (0.38) $ (1.59) $ (1.53)
=============== =============== =============== ===============
When the Company adopts FAS 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 consist of
the following:
October 29, 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) $ 44,879,886 $ 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 $9.0 million was available as of October 29, 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 October 29, 2005, Perfumania was in
compliance with its covenant requirements.
Glenn and Stephen Nussdorf (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. In the first quarter of fiscal
2004 the Nussdorfs made a $5,000,000 subordinated secured demand loan to
Perfumania. The demand loan bore interest at the prime rate plus 1%, had no
prepayment penalties, required quarterly interest payments and was secured by a
security interest in Perfumania's assets pursuant to a Security Agreement, by
and among Perfumania and the Nussdorfs. The loan was subordinate to all bank
related indebtedness.
7
In the fourth quarter of fiscal year 2004, the Company issued a
Subordinated Convertible Note (the " Note") in exchange for the $5,000,000
subordinated secured demand loan. The Note has the same interest and security
terms as the subordinated secured demand loan but is payable in January 2007 and
allows the Nussdorfs to convert the Note into shares of the Company's common
stock at a 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
periods presented in the accompanying condensed consolidated 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 $40.5 million and $59.6 million for the
first thirty-nine weeks of fiscal 2005 and 2004 respectively, representing
approximately 42% and 52% of the Company's total inventory purchases,
respectively. The amount due to related parties at October 29, 2005 is
approximately $35.1 million resulting from inventory purchases, is non-interest
bearing and is included in accounts payable, affiliates in the accompanying
condensed consolidated 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 frequently extended. Related party accounts are
usually brought closer to terms at the end of the holiday season, however, we
are dependent upon these extended terms for much of our liquidity during the
year.
The Company sold approximately $11.8 million and $18.1 million of
wholesale merchandise to Quality King for the first thirty-nine weeks of fiscal
2005 and 2004, respectively.
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 during fiscal 2005 were to Quality King. The Company, through its supplier
relationships, is able to obtain certain merchandise at better prices and
quantities than Quality King. As a result of less administrative and handling
expenses of wholesale products, the Company is able to sell merchandise to
Quality King at lower margins. Financial information for these segments is
summarized in the following table.
8
Thirteen Weeks Thirteen Weeks Thirty-Nine Weeks Thirty-Nine Weeks
Ended Ended Ended Ended
October 29, 2005 October 30, 2004 October 29, 2005 October 30, 2004
--------------- --------------- --------------- ---------------
Net sales:
Retail $ 45,473,531 $ 41,647,493 $ 134,374,551 $ 124,730,582
Wholesale 3,183,864 9,155,100 11,759,389 18,114,208
--------------- --------------- --------------- ---------------
$ 48,657,395 $ 50,802,593 $ 146,133,940 $ 142,844,790
=============== =============== =============== ===============
Gross profit:
Retail $ 20,304,308 $ 19,334,925 $ 59,147,727 $ 57,159,070
Wholesale 224,901 404,778 766,324 953,323
--------------- --------------- --------------- ---------------
$ 20,529,209 $ 19,739,703 $ 59,914,051 $ 58,112,393
=============== =============== =============== ===============
NOTE 8 - NON CASH TRANSACTIONS
Supplemental disclosures of non-cash investing and financing activities are
as follows:
For the Thirty-Nine Weeks Ended
October 29, 2005 October 30, 2004
---------------------------------
Building acquired under capital lease -- $ 463,525
Equipment acquired under capital lease $ 11,634 --
Accrued compensation for President and
Chief Executive Officer contributed to capital $ 406,000 --
Cash paid during the period for:
Interest $ 2,602,955 $ 2,214,482
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Comparison of the Thirteen Weeks Ended October 29, 2005 with the Thirteen Weeks
Ended October 30, 2004.
Net sales decreased 4% from $50.8 million in the thirteen weeks ended
October 30, 2004 to $48.7 million in the thirteen weeks ended October 29, 2005.
The decrease in sales was due to a decrease of $6.0 million in wholesale sales
offset by an increase of $3.8 million in retail sales.
Wholesale sales were $3.2 million for the thirteen weeks ended October 29,
2005 compared to $9.2 million for the thirteen weeks ended October 30, 2004 as
demand for certain wholesale products were less than anticipated and less than
the prior year. All wholesale sales during the third quarter of fiscal 2005 were
made to Quality King.
Retail sales were $45.5 million for the thirteen weeks ended October 29,
2005 compared to $41.6 million for the thirteen weeks ended October 30, 2004.
The increase in retail sales was achieved despite the negative impact of the
hurricanes that affected several of our stores in the Southern portion of the
United States. The overall increase in retail sales resulted from additional
price reduction promotional events, improvement in our inventory product mix and
depth, an increase in the number of our stores and general improvements in the
retail industry. In addition, comparable store sales increased 6.4% largely as a
result of the same reasons. Comparable store sales measure sales from stores
that have been open for one year or more. The average number of stores operated
was 239 in the third quarter of fiscal 2005, versus 234 in the prior year's
comparable period.
9
Gross profit increased 4% from $19.7 million in the thirteen weeks ended
October 30, 2004 (39% of total net sales) to $20.5 million in the thirteen weeks
ended October 29, 2005 (42% of total net sales). The increase in gross profit
was due to the increase in retail sales volume. As a percentage of net sales,
total gross profit in the thirteen weeks ended October 29, 2005 increased versus
the thirteen weeks ended October 30, 2004 due to a higher proportion of retail
sales.
Selling, general and administrative expenses increased 5% from $18.5
million in the thirteen weeks ended October 30, 2004 to $19.4 million in the
thirteen weeks ended October 29, 2005. The increase was largely attributable to
the increase in new stores and the resulting increased spending for marketing,
advertising, occupancy and staffing needed to open these stores. Depreciation
and amortization was approximately $1.3 million in the thirteen weeks ended
October 29, 2005 compared to $1.4 million for the thirteen weeks ended October
30, 2004. Reduction in amortization expenses were largely due to fully amortized
software costs associated with year 2000 upgrades.
Interest expense, net was approximately $1.0 million for the thirteen
weeks ended October 29, 2005 compared with $0.9 million in the same period for
2004. The increase in interest expense was due to a higher average balance
outstanding on the Company's line of credit and higher interest rates.
As a result of the foregoing, our net loss remained substantially the same
at approximately ($1.1) million in the thirteen weeks ended October 29, 2005 and
October 30, 2004. Net loss per share for both the third fiscal quarter of 2005
and 2004 was ($0.38).
Comparison of the Thirty-Nine weeks Ended October 29, 2005 with the Thirty-Nine
weeks Ended October 30, 2004.
Net sales increased 2% from $142.8 million in the thirty-nine weeks ended
October 30, 2004 to $146.1 million in the thirty-nine weeks ended October 29,
2005. The increase in sales was primarily due to an 8% increase in Perfumania's
retail sales. The increase in retail sales was achieved despite the negative
impact of the hurricanes that affected several of our stores in the Southern
portion of the United States. Retail sales increased as a result of additional
price reduction promotional events, higher average inventories, improvement in
our inventory product mix and depth, increase in the number of our stores, and
general improvements in the retail industry. In addition, comparable store sales
increased by 6.3% in the first thirty-nine weeks of fiscal 2005. During the
thirty-nine weeks ended October 29, 2005 and October 30, 2004, the average
number of stores operated was 232.
Wholesale sales were $11.8 million for the thirty-nine weeks ended October
29, 2005 compared to $18.1 million for the thirty-nine weeks ended October 30,
2004 as demand for certain wholesale products were less than anticipated and
less than the prior year. Substantially all wholesale sales during the
thirty-nine weeks ended October 29, 2005 were to Quality King.
Gross profit increased 3% from $58.1 million in the thirty-nine weeks
ended October 30, 2004 (41% of total net sales) to $59.9 million in the
thirty-nine weeks ended October 29, 2005 (41% of total net sales). The increase
in gross profit was due to the increase in sales volume. As a percentage of net
sales, gross profit in the thirty-nine weeks ended October 29, 2005 remained
substantially the same versus the thirty-nine weeks ended October 30, 2004.
Selling, general and administrative expenses increased from $55.5 million
in the thirty-nine weeks ended October 30, 2004 to $56.5 million in the
thirty-nine weeks ended October 29, 2005 as a result of the increase in new
stores, a significant portion of which relates to payroll and occupancy costs.
Depreciation and amortization was approximately $4.0 million in the thirty-nine
weeks ended October 29, 2005 and $4.5 million in the thirty-nine weeks ended
October 30, 2004. Reduction in amortization expenses were largely due to fully
amortized software costs associated with year 2000 upgrades.
Interest expense, net was approximately $2.8 million for the thirty-nine
weeks ended October 29, 2005 compared with $2.4 million in the comparable period
of 2004. The increase in interest expense was due to higher interest rates and
higher average borrowings outstanding for the thirty-nine weeks ended October
29, 2005 versus the comparable period of 2004.
10
As a result of the foregoing, our net loss decreased from ($4.3) million
in the thirty-nine weeks ended October 30, 2004, to a net loss of ($3.4) million
in the thirty-nine weeks ended October 29, 2005. Net loss per share for the
thirty-nine weeks ended October 29, 2005 and October 30, 2004 was ($1.15) and
($1.52), respectively.
LIQUIDITY AND CAPITAL RESOURCES
Our principal funding requirements are for inventory purchases, renovation
of existing stores, and selectively opening new stores. For the first
thirty-nine weeks of fiscal 2005, these capital requirements generally were
satisfied through borrowings under our credit facility.
At October 29, 2005, we had a seasonal negative working capital of
approximately ($2.2) million compared to working capital of approximately $2.2
million at January 29, 2005 and negative working capital of approximately
($11.3) million at October 30, 2004. The change since January 29, 2005 was
primarily due to the net loss during the current period, increased spending on
store construction and increased borrowings due to the seasonality of our
business.
Net cash used in operating activities during the thirty-nine weeks ended
October 29, 2005 was approximately $4.6 million compared with approximately
$17.5 million used in operating activities during the same period of the prior
year. The reduction in cash used in operating activities was primarily due to a
reduction in our need for an inventory build up during the current period
compared with our inventory need for the same period during the prior year.
During the prior year our average inventory balances were lower and our
operating cash was used to increase inventories. Our purchases from related
parties are generally payable in 90 days, however due to the seasonality of our
business these terms are frequently extended, enhancing our liquidity. The
related party accounts are usually brought closer to terms at the end of the
holiday season, however, we are dependent upon these extended terms for much of
our liquidity during the year.
Net cash used in investing activities was approximately $5.6 million in
the first thirty-nine weeks ended October 29, 2005 compared to $3.5 million in
the thirty-nine weeks ended October 30, 2004. The current period's investing
activities primarily represent spending for new stores and construction in
progress on other new stores scheduled for completion prior to the start of the
2005 holiday season.
During the thirty-nine weeks ended October 29, 2005, Perfumania opened 20
new stores, closed 2 stores and relocated 2 existing stores. At October 29,
2005, Perfumania operated 241 stores compared to 236 stores as of October 30,
2004. Our focus is on improving the profitability of existing stores and
selectively opening new stores. We plan to open approximately 5 new stores and
close approximately 3 stores during the remainder of fiscal year 2005.
Net cash provided by financing activities during the first thirty-nine
weeks of fiscal 2005 was approximately $13.4 million, primarily from borrowings
under our line of credit, compared with approximately $20.6 million for the same
period in the prior year. In the prior year $5 million in proceeds were received
from a subordinated secured note payable to an affiliate, along with
approximately $13.9 million in additional borrowings from our line of credit.
Perfumania's senior secured credit facility provides for borrowings of up
to $60 million, of which $9.0 million was available as of October 29, 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 October 29, 2005, Perfumania was in
compliance with its covenant requirements.
11
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.
CRITICAL ACCOUNTING POLICIES
Our condensed consolidated 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
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 October 29, 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 October 29, 2005, that our disclosure controls
and procedures are effective as of such date. During the quarter ended October
29, 2005, the Company enhanced and reinforced internal processes to ensure the
effectiveness of our disclosure controls and procedures and our internal control
over financial reporting related to stock options issuances. These enhanced
internal processes include option grants being promptly communicated to the
finance department and a more formal financial statement review process. There
have been no additional changes in our internal control over financial reporting
during the quarter ended October 29, 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 1A. RISK FACTORS
Not applicable.
12
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.
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.
13
E COM VENTURES, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned, thereunto duly authorized.
E COM VENTURES, INC.
---------------------------------------------
(Registrant)
Date: December 13, 2005 By: By: /S/ Michael W. Katz
---------------------------------------------
Michael W. Katz
President and Chief Executive Officer
(Principal Executive Officer)
By: By: /S/ A. Mark Young
---------------------------------------------
A. Mark Young
Chief Financial
Officer (Principal
Financial and
Accounting
Officer)
14