-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sqi7Z/cobA6MC4LnEfTKJ3pWXjNsXyWYgYe8vJ0cuMbTUV+uQ4EKiVSFa+iG422Y 1e4cbjoDzGgItfz+q3LvTw== /in/edgar/work/20000720/0001042910-00-001373/0001042910-00-001373.txt : 20000920 0001042910-00-001373.hdr.sgml : 20000920 ACCESSION NUMBER: 0001042910-00-001373 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000717 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GERALD STEVENS INC/ CENTRAL INDEX KEY: 0000037525 STANDARD INDUSTRIAL CLASSIFICATION: [7389 ] IRS NUMBER: 650971499 STATE OF INCORPORATION: FL FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-05531 FILM NUMBER: 676071 BUSINESS ADDRESS: STREET 1: PO BOX 350526 CITY: FT LAUDERDALE STATE: FL ZIP: 33335-0526 BUSINESS PHONE: 9547135000 MAIL ADDRESS: STREET 1: 301 EAST LAS OLAS BLVD STREET 2: SUITE 300 CITY: FT LAUDERDALE STATE: FL ZIP: 33301 FORMER COMPANY: FORMER CONFORMED NAME: FLORAFAX INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SPOTTS FLORAFAX CORP DATE OF NAME CHANGE: 19740924 FORMER COMPANY: FORMER CONFORMED NAME: SPOTTS CORP DATE OF NAME CHANGE: 19671205 8-K 1 0001.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2000 ------------- GERALD STEVENS, INC. -------------------- (Exact name of registrant as specified in its charter) Florida 0-05531 65-0971499 ---------------- ---------------------- ---------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) P.O. Box 350526, Fort Lauderdale, Florida 33335-0526 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 954/627-1000 Item 5. Other Events. ------------ We are filing this Report solely for the purpose of filing the press release, dated July 17, 2000, included as an exhibit to this Report. In this press release, we announced earnings for our fiscal quarter ended May 31, 2000, a reorganization of management and an expansion of our board of directors. Item 7. Financial Statements and Exhibits. --------------------------------- Exhibit No. Description ----------- ----------- 99.1 Press Release dated July 17, 2000 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized. GERALD STEVENS, INC. --------------------------- (Registrant) By /s/ ALBERT J. DETZ -------------------------- Albert J. Detz Senior Vice President and Chief Financial Officer Dated: July 20, 2000 GERALD STEVENS, INC. Current Report on Form 8-K Exhibit Index ------------- Exhibit No. Description - ----------- ----------- 99.1 Press Release dated July 17, 2000 EX-99 2 0002.txt PRESS RELEASE DATED JULY 17, 2000 [LOGO] FOR IMMEDIATE RELEASE Contact: ------- Albert J. Detz Chief Financial Officer Gerald Stevens, Inc. 954-713-5000 al.detz@geraldstevens.com Gerald Stevens, Inc. Announces Third Quarter Results, Reorganizes Management and Expands Board John G. Hall named President and Chief Executive Officer FORT LAUDERDALE, FL - July 17, 2000 - Gerald Stevens, Inc. (Nasdaq: GIFT), the nation's largest specialty retailer and marketer of floral products, today announced financial results for the third quarter ended May 31, 2000. Revenue for the third fiscal quarter increased to $83.7 million from $36.3 million in the same period last year. The Company reported a net loss for the third quarter of $3.0 million or $0.06 per share compared to a net loss of $1.2 million or $0.03 per share a year ago. Revenue for the nine-month period ended May 31, 2000 increased to $214.5 million from $76.3 million in the same period last year. The net loss for the nine-month period ended May 31, 2000 was $4.0 million or $0.09 per share compared to a net loss of $7.7 million or $0.23 per share a year ago. All operating results are on a combined basis, retroactively reflecting the merger of Gerald Stevens, Inc. and Florafax International, Inc. on April 30, 1999. The Company also announced that it has realigned its businesses into two separate units, retail and order generation. Gerald R. Geddis has stepped down from the board of directors and as president and chief executive officer but will continue to serve as president of the Company's Retail Division. John G. Hall, 36, was named to replace Mr. Geddis as the Company's president and chief executive officer and was appointed to the board of directors. The Company also announced that it has appointed Jerry St. Dennis, 58, to its board of directors. Mr. Hall is a partner with New River Capital Partners, the Company's largest shareholder. Mr. Hall was a principal of Allen & Company Incorporated from 1993 to 1999 where he provided growth capital and investment banking services to public and private companies, including Gerald Stevens. Prior to joining Allen & Company, Mr. Hall was a Vice President of Chemical Bank, where he specialized in restructurings and workouts from 1991 through 1993. Mr. St. Dennis is currently a member of the board of directors of StairMaster Health & Fitness Products, Inc. He previously served as chairman of the board of AdobeAire, Inc., a manufacturer of heaters and evaporative coolers, Fluidrive, Inc., a manufacturer of hydraulic drives and specialty suspension systems, and CalFed, Inc., a large financial services holding company headquartered in Los Angeles California, where he led a major restructuring of the company. He is a founding partner of Rutledge Investors II, the general partner of a middle-market leveraged buyout fund where he remains on the investment committee. The Company also announced that Andrew W. Williams, a member of the Company's Board and the former chairman of the Company's predecessor, Florafax International, Inc., was named president and chief operating officer of the Company's newly-formed Order Generation Division, which includes its Florafax wire service, National Flora and Calyx & Corolla. Steven R. Berrard, the company's executive chairman, said, "We are tremendously disappointed with our performance in our retail business and our Calyx & Corolla consumer direct operations in the third quarter. The timing of the key Spring holidays (particularly, the lateness of Easter and its proximity to Mother's Day), softening retail conditions, and bad weather in a number of markets during periods of the quarter all contributed to our weak results. Marketing efforts intended to establish Gerald Stevens as a national brand proved to be less effective than we had anticipated and the cost of these programs were higher than we expected. And our labor expenses ran higher than we anticipated, particularly in light of the lower revenue levels we experienced during much of the quarter." Mr. Berrard added, "In light of our performance during the third quarter, we've realigned our businesses, reorganized our management, suspended our growth plans, significantly reduced our corporate overhead in line with our slower growth rate, and instituted other cost cutting measures we believe are necessary to improve our cash flow. We've reduced corporate overhead and our field labor expenses by approximately $12.0 million on an annual basis. Notwithstanding these expense reductions, we expect our losses to continue for the next two quarters. Summer and Fall are the slowest periods of the year in the floral industry and our results are likely to be negatively impacted by the changes we're making in our businesses. However, we will enter calendar 2001 with a leaner, more focused company that should be positioned to generate significantly higher profitability." Mr. Berrard concluded, "John Hall has the right skills and experience to manage the company and maximize the value of the terrific assets we've acquired over the past two years. Jerry St. Dennis brings invaluable experience to our board as we guide the management team through this restructuring period. Gerry Geddis will now focus all of his efforts on improving our retail operations, his strength, and Andy Williams will assume a broader role in our order generation operations, having guided our Florafax wire service and our Flower Club marketing division to outstanding results this year. I'm confident that this team positions the company to achieve its strategic and financial objectives." 2 Gerald Stevens, Inc. (Nasdaq: GIFT) (www.geraldstevens.com) is the largest specialty retailer and marketer of floral products in the country. The Company currently operates the largest network of floral specialty retail stores in the United States with over 300 locations across the country and in Toronto, Canada. It also operates Florafax, a national wire service with over 5,000 member florists covering all 50 states, three regional call centers and Internet businesses that take orders 24 hours a day, 7 days a week. Additionally, Gerald Stevens owns National Flora, a leading national floral marketing company with premium-placed advertisements in over 1,000 Yellow Page directories; the Flower Club, a leading corporate affinity marketer with over 50 corporate partners; and upscale floral direct marketer, Calyx & Corolla, Inc. Gerald Stevens also owns its own import and sourcing operation in Miami, Florida. This announcement contains "forward-looking" information. Future results may differ from those discussed in this announcement. Some of the factors that could cause such differences can be found under the headings "Forward-Looking Statements" and "Risk Factors" in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 24, 1999, and in our most recent Form 10-Q filed with the Securities and Exchange Commission on July 17, 2000. ## 3 GERALD STEVENS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data)
Three Months Ended Nine Months Ended ------------------ ----------------- May 31, May 31, May 31, May 31, 2000 1999 2000 1999 ---- ---- ---- ---- REVENUE: Product sales, net $ 64,989 $ 25,224 $ 165,632 $ 53,597 Service and other revenue 18,746 11,063 48,886 22,685 --------- --------- --------- --------- 83,735 36,287 214,518 76,282 --------- --------- --------- --------- OPERATING COSTS AND EXPENSES: Cost of product sales 23,792 10,315 60,344 23,059 Operating expenses 32,290 12,054 79,645 25,410 Selling, general and administrative expenses 29,743 14,119 76,557 28,379 Merger expenses -- 591 -- 4,642 --------- --------- --------- --------- 85,825 37,079 216,546 81,490 --------- --------- --------- --------- Operating loss (2,090) (792) (2,028) (5,208) --------- --------- --------- --------- OTHER INCOME (EXPENSE): Interest expense (774) (319) (1,699) (502) Interest income 26 44 55 217 Other income 157 38 317 134 --------- --------- --------- --------- (591) (237) (1,327) (151) --------- --------- --------- --------- Loss before provision for income taxes (2,681) (1,029) (3,355) (5,359) PROVISION FOR INCOME TAXES 314 200 659 2,327 --------- --------- --------- --------- Net loss $ (2,995) $ (1,229) $ (4,014) $ (7,686) ========= ========= ========= ========= BASIC LOSS PER SHARE $ (0.06) $ (0.03) $ (0.09) $ (0.23) ========= ========= ========= ========= DILUTED LOSS PER SHARE $ (0.06) $ (0.03) $ (0.09) $ (0.23) ========= ========= ========= ========= WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING: Basic 48,398 36,478 45,691 33,305 ========= ========= ========= ========= Diluted 48,398 36,478 45,691 33,305 ========= ========= ========= =========
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