R | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Florida | 65-0977964 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
35 Sawgrass Drive, Suite 2 Bellport, NY | 11713 | |
(Address of principal executive offices) | (Zip Code) |
Large Accelerated Filer | o | Accelerated Filer | ¨ | |||
Non-accelerated Filer | o (Do not check if a smaller reporting company) | Smaller Reporting Company | R |
ITEM 1 | ||
ITEM 2 | ||
ITEM 3 | ||
ITEM 4 | ||
PART II OTHER INFORMATION | ||
ITEM 1 | ||
ITEM 1A | ||
ITEM 2 | ||
ITEM 3 | ||
ITEM 4 | ||
ITEM 5 | ||
ITEM 6 | ||
PART I. | FINANCIAL INFORMATION |
ITEM 1. | FINANCIAL STATEMENTS |
May 4, 2013 | February 2, 2013 | ||||||
(unaudited) | (Note 1) | ||||||
ASSETS: | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 1,439 | $ | 2,447 | |||
Accounts receivable, net of allowances of $711 and $753, as of May 4, 2013 and February 2, 2013, respectively | 29,759 | 20,417 | |||||
Inventories | 279,428 | 271,881 | |||||
Prepaid expenses and other current assets | 13,614 | 22,485 | |||||
Total current assets | 324,240 | 317,230 | |||||
Property and equipment, net | 20,252 | 20,060 | |||||
Goodwill | 38,769 | 38,769 | |||||
Intangible and other assets, net | 41,276 | 43,545 | |||||
Total assets | $ | 424,537 | $ | 419,604 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY: | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 37,604 | $ | 44,640 | |||
Accounts payable-affiliates | 2,486 | 959 | |||||
Accrued expenses and other liabilities | 29,968 | 33,746 | |||||
Current portion of obligations under capital leases and other long-term debt | 862 | 874 | |||||
Total current liabilities | 70,920 | 80,219 | |||||
Revolving credit facility | 79,658 | 61,071 | |||||
Notes payable-affiliates | 125,366 | 125,366 | |||||
Long-term portion of obligations under capital leases | 3,824 | 4,017 | |||||
Other long-term liabilities | 47,344 | 45,809 | |||||
Total liabilities | 327,112 | 316,482 | |||||
Commitments and contingencies | |||||||
Shareholders’ equity: | |||||||
Preferred stock, $0.10 par value, 1,000,000 shares authorized; as of May 4, 2013 and February 2, 2013, none issued | — | — | |||||
Common stock, $.01 par value, 35,000,000 shares authorized; 16,251,885 shares and 16,242,982 shares issued and outstanding as of May 4, 2013 and February 2, 2013, respectively | 163 | 163 | |||||
Additional paid-in capital | 219,751 | 219,618 | |||||
Accumulated deficit | (113,912 | ) | (108,082 | ) | |||
Treasury stock, at cost, 898,249 shares as of May 4, 2013 and February 2, 2013 | (8,577 | ) | (8,577 | ) | |||
Total shareholders’ equity | 97,425 | 103,122 | |||||
Total liabilities and shareholders’ equity | $ | 424,537 | $ | 419,604 | |||
Thirteen Weeks Ended | Thirteen Weeks Ended | ||||||
May 4, 2013 | April 28, 2012 | ||||||
Net sales | $ | 122,417 | $ | 106,384 | |||
Cost of goods sold | 68,206 | 65,099 | |||||
Gross profit | 54,211 | 41,285 | |||||
Operating expenses: | |||||||
Selling, general and administrative expenses | 54,304 | 42,462 | |||||
Share-based compensation expense | 102 | 3,806 | |||||
Merger related expenses | — | 4,329 | |||||
Depreciation and amortization | 3,246 | 1,934 | |||||
Total operating expenses | 57,652 | 52,531 | |||||
Loss from operations | (3,441 | ) | (11,246 | ) | |||
Interest expense | (2,389 | ) | (1,829 | ) | |||
Net loss | $ | (5,830 | ) | $ | (13,075 | ) | |
Net loss per common share: | |||||||
Basic and diluted | $ | (0.38 | ) | $ | (1.34 | ) | |
Weighted average number of common shares outstanding: | |||||||
Basic and diluted | 15,351,406 | 9,734,085 | |||||
Additional | |||||||||||||||||||||||||
Common Stock | Paid-In | Accumulated | Treasury Stock | ||||||||||||||||||||||
Shares | Amount | Capital | Deficit | Shares | Amount | Total | |||||||||||||||||||
Balance at February 2, 2013 | 16,242,982 | $ | 163 | $ | 219,618 | $ | (108,082 | ) | 898,249 | $ | (8,577 | ) | $ | 103,122 | |||||||||||
Share-based compensation expense | — | — | 102 | — | — | — | 102 | ||||||||||||||||||
Exercise of stock options and warrants | 8,903 | — | 31 | — | — | — | 31 | ||||||||||||||||||
Net loss | — | — | — | (5,830 | ) | — | — | (5,830 | ) | ||||||||||||||||
Balance at May 4, 2013 | 16,251,885 | $ | 163 | $ | 219,751 | $ | (113,912 | ) | 898,249 | $ | (8,577 | ) | $ | 97,425 |
Thirteen Weeks Ended | Thirteen Weeks Ended | ||||||
May 4, 2013 | April 28, 2012 | ||||||
Cash flows from operating activities: | |||||||
Net loss | $ | (5,830 | ) | $ | (13,075 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Amortization of deferred financing costs | 224 | 224 | |||||
Depreciation and amortization | 3,246 | 1,934 | |||||
Recovery for losses on accounts receivable | (31 | ) | (43 | ) | |||
Share-based compensation | 102 | 3,806 | |||||
Changes in operating assets and liabilities, net of effects of acquisition in fiscal 2012: | |||||||
Accounts receivable | (9,311 | ) | 7,451 | ||||
Inventories | (7,547 | ) | 584 | ||||
Prepaid expenses and other assets | 9,144 | 3,670 | |||||
Accounts payable | (7,036 | ) | 2,103 | ||||
Accounts payable-affiliates | 1,527 | (8,382 | ) | ||||
Accrued expenses and other liabilities, and other long-term liabilities | (2,243 | ) | 410 | ||||
Net cash used in operating activities | (17,755 | ) | (1,318 | ) | |||
Cash flows from investing activities: | |||||||
Additions to property and equipment | (1,666 | ) | (1,353 | ) | |||
Payment to acquire Parlux, net of Parlux cash on hand of $17,114 | — | (44,949 | ) | ||||
Net cash used in investing activities | (1,666 | ) | (46,302 | ) | |||
Cash flows from financing activities: | |||||||
Net borrowings under bank line of credit | 18,587 | 18,527 | |||||
Borrowings under affiliated notes payable to fund Parlux acquisition | — | 30,000 | |||||
Principal payments under capital lease obligations | (205 | ) | (265 | ) | |||
Proceeds from exercise of stock options and warrants | 31 | 4 | |||||
Net cash provided by financing activities | 18,413 | 48,266 | |||||
Net (decrease) increase in cash and cash equivalents | (1,008 | ) | 646 | ||||
Cash and cash equivalents at beginning of period | 2,447 | 1,682 | |||||
Cash and cash equivalents at end of period | $ | 1,439 | $ | 2,328 | |||
Supplemental Information: | |||||||
Cash paid during the period for: | |||||||
Interest | $ | 538 | $ | 322 | |||
Income taxes | $ | — | $ | 66 | |||
Non-cash investing and financing activities: | |||||||
Fair value of equity consideration given to acquire Parlux | $ | — | $ | 83,595 | |||
Thirteen Weeks Ended May 4, 2013 | Thirteen Weeks Ended April 28, 2012 | ||||||
(in thousands, except per share data) | |||||||
Net sales | $ | 122,417 | $ | 125,589 | |||
Net loss | (5,830 | ) | (14,969 | ) | |||
Net loss per share - basic | $ | (0.38 | ) | $ | (0.98 | ) | |
Net loss per share - diluted | (0.38 | ) | (0.98 | ) |
May 4, 2013 | February 2, 2013 | ||||||||||||||||||||||||
Useful Life (years) | Original Cost | Accumulated Amortization | Net Book Value | Original Cost | Accumulated Amortization | Net Book Value | |||||||||||||||||||
Goodwill | N/A | $ | 38,769 | $ | — | $ | 38,769 | $ | 38,769 | $ | — | $ | 38,769 | ||||||||||||
Tradenames | 7-20 | 9,408 | 6,841 | 2,567 | 9,408 | 6,754 | 2,654 | ||||||||||||||||||
Customer relationships | 10 | 5,171 | 560 | 4,611 | 5,171 | 431 | 4,740 | ||||||||||||||||||
Favorable leases | 7 | 886 | 516 | 370 | 886 | 485 | 401 | ||||||||||||||||||
License agreements | 1-4 | 19,505 | 7,402 | 12,103 | 19,505 | 5,901 | 13,604 | ||||||||||||||||||
Tradename (non-amortizing) | N/A | 8,500 | — | 8,500 | 8,500 | — | 8,500 | ||||||||||||||||||
$ | 82,239 | $ | 15,319 | $ | 66,920 | $ | 82,239 | $ | 13,571 | $ | 68,668 |
Fiscal Year | Amortization Expense | |||
Remainder of 2013 | $ | 4,371 | ||
2014 | 4,842 | |||
2015 | 4,296 | |||
2016 | 1,726 | |||
2017 | 1,211 | |||
2018 | 890 | |||
Thereafter | 2,315 | |||
$ | 19,651 |
Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value (in thousands) | |||||||||
Outstanding as of February 2, 2013 | 1,243,674 | $ | 8.09 | |||||||||
Granted | — | — | ||||||||||
Exercised | (3,570 | ) | 3.62 | |||||||||
Forfeited | (10,000 | ) | 7.43 | |||||||||
Outstanding as of May 4, 2013 | 1,230,104 | $ | 8.29 | 6.4 | $ | 525 | ||||||
Vested and expected to vest as of May 4, 2013 | 1,081,770 | $ | 8.16 | 6.2 | $ | 525 | ||||||
Exercisable as of May 4, 2013 | 1,081,770 | $ | 8.16 | 6.2 | $ | 525 |
Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value (in thousands) | |||||||||
Outstanding as of February 2, 2013 | 6,305,304 | $ | 11.79 | |||||||||
Granted | — | — | ||||||||||
Exercised | (5,333 | ) | 3.38 | |||||||||
Forfeited | — | — | ||||||||||
Outstanding as of May 4, 2013 | 6,299,971 | $ | 11.80 | 5.1 | $ | — | ||||||
Vested as of May 4, 2013 | 6,299,971 | $ | 11.80 | 5.1 | $ | — | ||||||
Exercisable as of May 4, 2013 | 6,299,971 | $ | 11.80 | 5.1 | $ | — |
May 4, 2013 | February 2, 2013 | ||||||
(in thousands) | |||||||
Revolving credit facility, interest payable monthly, secured by a pledge of substantially all of the Company’s assets | $ | 79,658 | $ | 61,071 | |||
Subordinated notes payable-affiliates | 125,366 | 125,366 | |||||
205,024 | 186,437 | ||||||
Less current portion | — | — | |||||
Total long-term debt | $ | 205,024 | $ | 186,437 |
Total Purchases Thirteen Weeks Ended May 4, 2013 | Total Purchases Thirteen Weeks Ended April 28, 2012 | Balance Due May 4, 2013 | Balance Due February 2, 2013 | |||||||||||||
Parlux | $ | — | $ | 6,771 | (1) | $ | — | (2) | $ | — | (2) | |||||
Lighthouse Companies | 4,883 | 962 | 2,420 | 868 | ||||||||||||
Jacavi Beauty Supply, LLC | 417 | 1,967 | 1 | 1 | ||||||||||||
Ricky's | — | — | (13 | ) | (23 | ) | ||||||||||
Cloudbreak Holdings, LLC | 299 | — | 39 | 103 | ||||||||||||
$ | 5,599 | $ | 9,700 | $ | 2,447 | $ | 949 |
(2) | Since the Company acquired Parlux on April 18, 2012, the balance due to Parlux was eliminated in consolidation as of May 4, 2013 and February 2, 2013. |
Thirteen Weeks Ended May 4, 2013 | Thirteen Weeks Ended April 28, 2012 | ||||||
(in thousands) | |||||||
Net sales: | |||||||
Retail | $ | 74,410 | $ | 73,930 | |||
Wholesale | 48,007 | 32,454 | |||||
$ | 122,417 | $ | 106,384 | ||||
Gross profit: | |||||||
Retail | $ | 34,125 | $ | 32,322 | |||
Wholesale | 20,086 | 8,963 | |||||
$ | 54,211 | $ | 41,285 | ||||
May 4, 2013 | February 2, 2013 | ||||||
Total assets: | |||||||
Wholesale | $ | 535,632 | $ | 511,265 | |||
Retail | 346,077 | 347,492 | |||||
881,709 | 858,757 | ||||||
Eliminations (a) | (457,172 | ) | (439,153 | ) | |||
Consolidated assets | $ | 424,537 | $ | 419,604 |
(a) | Adjustment to eliminate intercompany receivables and investment in subsidiaries |
Thirteen Weeks Ended May 4, 2013 | Percentage of Net Sales | Thirteen Weeks Ended April 28, 2012 | Percentage of Net Sales | Dollar Change | Dollar Change due to Parlux Acquisition | Dollar Change Excluding Parlux Acquisition | Percent Change Excluding Parlux Acquisition | ||||||||||||||||||
($ in thousands) | |||||||||||||||||||||||||
Retail | $ | 74,410 | 60.8% | $ | 73,930 | 69.5% | $ | 480 | $ | — | $ | 480 | 0.6% | ||||||||||||
Wholesale | 48,007 | 39.2% | 32,454 | 30.5% | 15,553 | 15,365 | 188 | 0.6% | |||||||||||||||||
Total net sales | $ | 122,417 | 100.0% | $ | 106,384 | 100.0% | $ | 16,033 | $ | 15,365 | $ | 668 | 0.6% |
Thirteen Weeks Ended May 4, 2013 | Thirteen Weeks Ended April 28, 2012 | Dollar Change | Dollar Change due to Parlux Acquisition | Dollar Change Excluding Parlux Acquisition | Percent Change Excluding Parlux Acquisition | |||||||||||||||||
($ in thousands) | ||||||||||||||||||||||
Retail | $ | 34,125 | $ | 32,322 | $ | 1,803 | $ | — | $ | 1,803 | 5.6% | |||||||||||
Wholesale | 20,086 | 8,963 | 11,123 | 9,476 | 1,647 | 19.1% | ||||||||||||||||
Total gross profit | $ | 54,211 | $ | 41,285 | $ | 12,926 | $ | 9,476 | $ | 3,450 | 8.4% |
Thirteen Weeks Ended May 4, 2013 | Thirteen Weeks Ended April 28, 2012 | |||
Retail | 45.9% | 43.7% | ||
Wholesale | 41.8% | 27.6% | ||
Total gross profit percentage | 44.3% | 38.8% |
ITEM 4. | CONTROLS AND PROCEDURES |
PART II. | OTHER INFORMATION |
ITEM 1. | LEGAL PROCEEDINGS |
ITEM 1A. | RISK FACTORS |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
ITEM 4. | MINE SAFETY DISCLOSURES |
ITEM 5. | OTHER INFORMATION |
ITEM 6. | EXHIBITS |
3.1 | Amended and Restated Articles of Incorporation, as amended through August 8, 2008 (Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-K filed July 2, 2009). | ||
3.2 | Articles of Amendment to Amended and Restated Articles of Incorporation, filed April 17, 2012 (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed April 19, 2012). | ||
3.3 | Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (No 33-46833)). | ||
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. | ||
101.INS | XBRL Instance Document | ||
101.SCH | XBRL Taxonomy Extension Schema Document | ||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | ||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
PERFUMANIA HOLDINGS, INC. (Registrant) | ||||
Date: | June 17, 2013 | By: | By: /S/ Michael W. Katz | |
Michael W. Katz | ||||
President and Chief Executive Officer | ||||
(Principal Executive Officer) | ||||
By: | By: /S/ Donna L. Dellomo | |||
Donna L. Dellomo | ||||
Vice President and Chief Financial Officer | ||||
(Principal Financial and Accounting Officer) |
(1) | I have reviewed this report on Form 10-Q of Perfumania Holdings, Inc.; |
(2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
(3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report. |
(4) | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
(d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
(5) | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | June 17, 2013 |
By: /S/ Michael W. Katz | |
Michael W. Katz | |
President and Chief Executive Officer |
(1) | I have reviewed this report on Form 10-Q of Perfumania Holdings, Inc.; |
(2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
(3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report. |
(4) | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
(5) | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | June 17, 2013 | |
By: /S/ Donna L. Dellomo | ||
Donna L. Dellomo | ||
Vice President and Chief Financial Officer |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
By: | By: /S/ Michael W. Katz | |
Michael W. Katz | ||
President and Chief Executive Officer | ||
June 17, 2013 |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
By: | By: /S/ Donna L. Dellomo | |
Donna L. Dellomo | ||
Vice President and Chief Financial Officer | ||
June 17, 2013 |
Contingencies
|
3 Months Ended |
---|---|
May 04, 2013
|
|
CONTINGENCIES [Abstract] | |
Contingencies | CONTINGENCIES The Company is involved in various legal proceedings in the ordinary course of business. Management cannot presently predict the outcome of these or any of the above matters, although management believes, based in part on the advice of counsel, that the ultimate resolution of these matters will not have a materially adverse effect on the Company's consolidated financial position, results of operations or cash flows. |
Condensed Consolidated Statements of Operations (USD $)
In Thousands, except Share data, unless otherwise specified |
3 Months Ended | |
---|---|---|
May 04, 2013
|
Apr. 28, 2012
|
|
Net sales | $ 122,417 | $ 106,384 |
Cost of goods sold | 68,206 | 65,099 |
Gross profit | 54,211 | 41,285 |
Operating expenses: | ||
Selling, general and administrative expenses | 54,304 | 42,462 |
Share-based compensation expense | 102 | 3,806 |
Merger related expenses | 0 | 4,329 |
Depreciation and amortization | 3,246 | 1,934 |
Total operating expenses | 57,652 | 52,531 |
(Loss) income from operations | (3,441) | (11,246) |
Interest expense | (2,389) | (1,829) |
Net (loss) income | $ (5,830) | $ (13,075) |
Net (loss) income per common share: | ||
Basic and diluted | $ (0.38) | $ (1.34) |
Weighted average number of common shares outstanding: | ||
Basic and diluted | 15,351,406 | 9,734,085 |
Recent Accounting Pronouncements
|
3 Months Ended |
---|---|
May 04, 2013
|
|
RECENT ACCOUNTING PRONOUNCEMENTS [Abstract] | |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS There are no recently issued accounting standards that are expected to have a material effect on our financial condition, results of operations or cash flows. |
"+ text.join( "
\n" ) +"
" + text[p] + "
\n"; } } }else{ formatted = '' + raw + '
'; } html = ''+ "\n"+''+ "\n"+''+ "\n"+' formatted: '+ ( this.Default == 'raw' ? 'as Filed' : 'with Text Wrapped' ) +''+ "\n"+' | '+ "\n"+'
'+ "\n"+' | '+ "\n"+' '+ "\n"+'
'+ "\n"+' | '+ "\n"+' '+ "\n"+'
Related Party Transactions (Tables)
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
May 04, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Related Party Transactions [Table Text Block] | Transactions for merchandise purchases with these related companies during the thirteen weeks ended May 4, 2013 and April 28, 2012 were as follows:
(1)Represents purchases from Parlux prior to April 18, 2012, when the Company acquired Parlux.
|
Related Party Transactions
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
May 04, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions | RELATED-PARTY TRANSACTIONS Glenn, Stephen and Arlene Nussdorf owned an aggregate 7,742,282 shares or approximately 50.5%, of the total number of shares of the Company’s common stock as of May 4, 2013, excluding shares issuable upon conversion of certain warrants and not assuming the exercise of any outstanding options. Stephen Nussdorf has served as the Chairman of the Company’s Board of Directors since February 2004 and Executive Chairman of the Board since April 2011. The Nussdorfs are officers and principals of Quality King, which distributes pharmaceuticals and health and beauty care products, and the Company’s President and Chief Executive Officer, Michael W. Katz is also an executive of Quality King. See Note 6 for a discussion of notes payable to affiliates. Transactions With Affiliated Companies Prior to the acquisition of Parlux Inc., Glenn Nussdorf beneficially owned approximately 9.9% of the outstanding common stock of Parlux Inc. Perfumania had purchased merchandise from Parlux Inc. for about 20 years and was one of Parlux Inc.'s largest customers. Perfumania primarily purchased certain brands, for which Parlux Inc. is the exclusive licensee, for distribution through the Company's wholesale and retail segments. Glenn Nussdorf has an ownership interest in Lighthouse Beauty Marketing, LLC, Lighthouse Beauty, LLC and Lighthouse Beauty KLO, LLC (collectively "Lighthouse Companies"), all of which are manufacturers and distributors of prestige fragrances. He also has an ownership interest in Cloudbreak Holdings, LLC, ("Cloudbreak") a manufacturer and distributor of prestige fragrances. In fiscal 2010 and 2012, the Company began purchasing merchandise from the Lighthouse Companies and Cloudbreak, respectively. Glenn Nussdorf also has an ownership interest in Ricky's, a retailer specializing in fashion accessories, cosmetics and beauty supplies. During the last two quarters of fiscal 2011, the Company began purchasing various beauty accessories from Ricky's. Our wholly owned subsidiary, Parlux, sold a number of its products to Jacavi Beauty Supply, LLC (“Jacavi”), a fragrance distributor. Jacavi's managing member is Rene Garcia. Rene Garcia, his family trusts and related entities are members of a group that owned an aggregate 2,211,269 shares, or approximately 14.4%, of the total number of shares of the Company's common stock as of May 4, 2013, excluding shares issuable upon conversion of certain warrants. There were no sales to Jacavi after April 18, 2012, the date Parlux was acquired. There was no accounts receivable balance from Jacavi as of May 4, 2013. During the thirteen weeks ended May 4, 2013, Perfumania purchased merchandise from Jacavi. See disclosure of merchandise purchases in the table below. The amounts due to these related companies are non-interest bearing and are included in accounts payable-affiliates in the accompanying condensed consolidated balance sheets. Transactions for merchandise purchases with these related companies during the thirteen weeks ended May 4, 2013 and April 28, 2012 were as follows:
(1)Represents purchases from Parlux prior to April 18, 2012, when the Company acquired Parlux.
Glenn, Stephen and Arlene Nussdorf own GSN Trucking, Inc. (“GSN”) which provides general transportation and freight services. The Company periodically utilizes GSN to transport both inbound purchases of merchandise and outbound shipments to wholesale customers. During the thirteen weeks ended May 4, 2013 and April 28, 2012, total payments to GSN for transportation services provided were less than $0.1 million. There was no balance due to GSN at May 4, 2013 or February 2, 2013. Quality King occupies a leased 560,000 square foot facility in Bellport, NY. The Company began occupying approximately half of this facility in December 2007 under a sublease that terminates on September 30, 2027 and this location serves as the Company’s principal offices. As of May 4, 2013, the monthly current sublease payments are approximately $213,000 and increase by 3% annually. Total payments by the Company to Quality King were approximately $0.6 million and $0.7 million during the thirteen weeks ended May 4, 2013 and April 28, 2012, respectively, for this sublease. The Company and Quality King are parties to a Services Agreement providing for the Company’s participation in certain third party arrangements at the Company’s respective share of Quality King’s cost, including allocated overhead, plus a 2% administrative fee, and the provision of legal services. The Company also shares with Quality King the economic benefit of the bulk rate contract that the Company has with UPS to ship Quality King’s merchandise and related items. The Services Agreement will terminate on thirty days’ written notice from either party. The expenses charged under these arrangements to the Company were less than $0.1 million during the thirteen weeks ended May 4, 2013 and $0.3 million during the thirteen weeks ended April 28, 2012, respectively. The balance due to Quality King for expenses charged under the Services Agreement was less than $0.1 million at both May 4, 2013 and February 2, 2013, respectively. On December 23, 2011, the Company, Parlux Inc., Artistic Brands Development LLC (“Artistic Brands”) (a company controlled by Rene Garcia) and Rene Garcia entered into a Letter Agreement (the “Proposal Agreement”) providing for, among other things, the issuance to Artistic Brands or its designee of 300,000 shares of the Company's common stock at the effective time of the Parlux merger as consideration for certain licensing transactions contemplated in the Proposal Agreement. Perfumania issued the shares to Artistic Brands' designee, Shawn Carter, on April 18, 2012. In connection with the Parlux merger, on April 18, 2012, Parlux, Artistic Brands, Shawn Carter and S. Carter Enterprises, LLC entered into a sublicense agreement and Artistic Brands, Shawn Carter and S. Carter Enterprises, LLC entered into a license agreement pursuant to the Proposal Agreement. In connection with these agreements, the Company issued to Artistic Brands and its designees, including Shawn Carter, warrants for the purchase of an aggregate of 1,599,999 shares of the Company's common stock at an exercise price of $8.00 per share. Pursuant to the license agreement, Artistic Brands obtained the exclusive right and license to manufacture, promote, distribute, and sell prestige fragrances and related products under the Jay-Z trademark. The initial term of the license agreement expires at the earlier of (i) five years following the first date on which licensed products are shipped and (ii) December 31, 2018. Artistic Brands has the right to renew the license agreement, so long as certain financial conditions are met and it has not otherwise breached the agreement. Pursuant to the license agreement, Artistic Brands agreed to make certain royalty payments, including certain guaranteed minimum royalties, none of which have yet been paid. Pursuant to the sublicense agreement, Artistic Brands sublicensed all rights granted under the license agreement to the Company, and in return the Company assumed all of the Artistic Brands' obligations under the license agreement, including making all royalty payments and certain guaranteed minimum royalties owed to S. Carter Enterprises, LLC. Also, in connection with the Parlux merger, the Company issued warrants to purchase 3,199,972 shares of the Company's common stock to the Garcia Group and Artistic Brands, and warrants to purchase 5,333 shares of common stock to Glenn H. Gopman, in exchange for warrants to purchase Parlux Inc. stock previously held by those parties. The warrants to Glenn H. Gopman were exercised during the thirteen weeks ended May 4, 2013. |
Revolving Credit Facility and Notes Payable to Affiliates - Schedule (Details) (USD $)
In Thousands, unless otherwise specified |
May 04, 2013
|
Feb. 02, 2013
|
---|---|---|
REVOLVING CREDIT FACILITY AND NOTES PAYABLE TO AFFILIATES [Abstract] | ||
Revolving credit facility interest payable monthly, secured by a pledge of substantially all of the Company’s assets | $ 79,658 | $ 61,071 |
Subordinated notes payable, affiliates | 125,366 | 125,366 |
Debt, current and noncurrent | 205,024 | 186,437 |
Less current portion | 0 | 0 |
Total long-term debt | $ 205,024 | $ 186,437 |
Acquisition of Parlux - Textuals (Details) (USD $)
Share data in Thousands, unless otherwise specified |
3 Months Ended | 0 Months Ended | 3 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
May 04, 2013
|
Apr. 28, 2012
|
Feb. 02, 2013
|
Apr. 18, 2012
Parlux [Member]
|
May 04, 2013
Parlux [Member]
|
Jul. 28, 2012
Parlux [Member]
|
Apr. 28, 2012
Parlux [Member]
|
Apr. 18, 2012
Director [Member]
Parlux [Member]
|
May 04, 2013
Licensor Group [Member]
Parlux [Member]
|
Apr. 18, 2012
Artistic Brands, shawn carter [Member]
Licensor Group [Member]
Parlux [Member]
|
Apr. 18, 2012
Garcia Group and Artistic Brands [Member]
Licensor Group [Member]
Parlux [Member]
|
|
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Stock Issued During Period, Shares, Acquisitions | 300,000 | 6,014 | |||||||||
Business Acquisition, Cost of Acquired Entity, Purchase Price | $ 62,100,000 | ||||||||||
Warrants issued | 5,333 | 1,599,999 | 3,199,972 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 8.00 | ||||||||||
Business Relationship with Acquiree, Length of Time to Date | 20 years | ||||||||||
Amortization of Intangible Assets | 1,700,000 | 100,000 | 2,600,000 | ||||||||
Goodwill | $ 38,769,000 | $ 38,769,000 |
Basis of Presentation and Operations (Details)
|
3 Months Ended |
---|---|
May 04, 2013
segment
subsidiary
|
|
Subsidiaries [Line Items] | |
Number of subsidiaries | 6 |
Number of Operating Segments | 2 |
Subsidaries, Perfumania [Member]
|
|
Subsidiaries [Line Items] | |
Number of Stores | 337 |
Subsidiaries, Scents of Worth [Member]
|
|
Subsidiaries [Line Items] | |
Number of Stores | 2,400 |
Subsidiaries, Scents of Worth [Member] | Kmart [Member]
|
|
Subsidiaries [Line Items] | |
Number of Stores | 1,200 |
Maximum [Member] | Subsidaries, Perfumania [Member]
|
|
Subsidiaries [Line Items] | |
Product Pricing, Discount from Manufacturer's Suggested Retail Price | 75.00% |
Accounting for Income Taxes (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | |
---|---|---|
Jan. 28, 2012
Internal Revenue Service (IRS) [Member]
|
Oct. 30, 2010
Operating Loss Carryback [Member]
|
|
Income Taxes [Line Items] | ||
Income Tax Expense (Benefit) | $ 2.5 | |
Income Tax Examination, Liability (Refund) Adjustment from Settlement with Taxing Authority | $ 2.4 |
Goodwill and Intangible Assets - Intangible Assets (Details) (USD $)
In Thousands, unless otherwise specified |
6 Months Ended | ||
---|---|---|---|
Jul. 28, 2012
|
May 04, 2013
|
Feb. 02, 2013
|
|
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Goodwill, Gross | $ 38,769 | $ 38,769 | |
Goodwill | 38,769 | 38,769 | |
Finite-Lived Intangible Assets, Gross | 82,239 | 82,239 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 15,319 | 13,571 | |
Intangible Assets, Net (Excluding Goodwill) | 66,920 | 68,668 | |
Trade Names [Member]
|
|||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 9,408 | 9,408 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 6,841 | 6,754 | |
Intangible Assets, Net (Excluding Goodwill) | 2,567 | 2,654 | |
Customer Relationships [Member]
|
|||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life, Minimum | 10 years | ||
Finite-Lived Intangible Assets, Gross | 5,171 | 5,171 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 560 | 431 | |
Intangible Assets, Net (Excluding Goodwill) | 4,611 | 4,740 | |
Lease Agreements [Member]
|
|||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life, Minimum | 7 years | ||
Finite-Lived Intangible Assets, Gross | 886 | 886 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 516 | 485 | |
Intangible Assets, Net (Excluding Goodwill) | 370 | 401 | |
Licensing Agreements [Member]
|
|||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 19,505 | 19,505 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 7,402 | 5,901 | |
Intangible Assets, Net (Excluding Goodwill) | 12,103 | 13,604 | |
Trademarks [Member]
|
|||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 8,500 | 8,500 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 0 | 0 | |
Intangible Assets, Net (Excluding Goodwill) | $ 8,500 | $ 8,500 | |
Minimum [Member] | Trade Names [Member]
|
|||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life, Minimum | 7 years | ||
Minimum [Member] | Licensing Agreements [Member]
|
|||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life, Minimum | 1 year | ||
Maximum [Member] | Trade Names [Member]
|
|||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life, Minimum | 20 years | ||
Maximum [Member] | Licensing Agreements [Member]
|
|||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life, Minimum | 4 years |
Related Party Transactions - Textuals (Details) (USD $)
|
3 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
May 04, 2013
|
Apr. 28, 2012
|
May 04, 2013
Glenn, Stephen and Arlene Nussdorf [Member]
|
May 04, 2013
Affiliates, Rene Garcia Entitites [Member]
|
May 04, 2013
Affiliates, GSN [Member]
|
May 04, 2013
Affiliates, Quality King Distributors, Inc. [Member]
sqft
|
Apr. 28, 2012
Affiliates, Quality King Distributors, Inc. [Member]
|
Jul. 30, 2011
Affiliates, Quality King Distributors, Inc. [Member]
|
Feb. 02, 2013
Affiliates, Quality King Distributors, Inc. [Member]
|
May 04, 2013
Building [Member]
Affiliates, Quality King Distributors, Inc. [Member]
|
Apr. 28, 2012
Building [Member]
Affiliates, Quality King Distributors, Inc. [Member]
|
May 04, 2013
Parlux [Member]
|
Apr. 17, 2012
Parlux [Member]
Glenn Nussdorf [Member]
|
|
Related Party Transaction [Line Items] | |||||||||||||
Shipping, Handling and Transportation Costs | $ 100,000 | ||||||||||||
Square Footage of Real Estate Property | 560,000 | ||||||||||||
Investment Owned, Balance, Shares | 7,742,282 | ||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 50.50% | 14.40% | |||||||||||
Operating Leases, Rent Expense, Monthly | 213,000 | ||||||||||||
Operating Leases, Rent Expense, Annual Increase | 3.00% | ||||||||||||
Payments for Operating Sublease | 600,000 | 700,000 | |||||||||||
Selling, General and Administrative Expense, Administrative Fee, Percent | 2.00% | ||||||||||||
Selling, general and administrative expenses | 54,304,000 | 42,462,000 | 100,000 | 300,000 | 200,000 | ||||||||
Due to Affiliate, Current | $ 100,000 | $ 300,000 | |||||||||||
Principal Shareholder, Ownership Percentage Before Merger Transaction | 9.90% | ||||||||||||
Business Relationship with Acquiree, Length of Time to Date | 20 years | ||||||||||||
Noncontrolling Interest, Ownership by Noncontrolling Owners, Shares | 2,211,269 |
Segment Information (Tables)
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
May 04, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SEGMENT INFORMATION [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Financial information for these segments is summarized in the following table:
|
Condensed Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
May 04, 2013
|
Apr. 28, 2012
|
|
Cash flows from operating activities: | ||
Net loss | $ (5,830) | $ (13,075) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of deferred financing costs | 224 | 224 |
Depreciation and amortization | 3,246 | 1,934 |
(Recovery) provision for losses on accounts receivable | (31) | (43) |
Share-based compensation expense | 102 | 3,806 |
Change in operating assets and liabilities net of effect of acquisition: | ||
Accounts receivable | (9,311) | 7,451 |
Inventories | (7,547) | 584 |
Prepaid expenses and other assets | 9,144 | 3,670 |
Accounts payable | (7,036) | 2,103 |
Accounts payable-affiliates | 1,527 | (8,382) |
Accrued expenses and other liabilities and other long-term liabilities | (2,243) | 410 |
Net cash used in operating activities | (17,755) | (1,318) |
Cash flows from investing activities: | ||
Additions to property and equipment | (1,666) | (1,353) |
Payment to acquire Parlux, net of Parlux cash on hand of $17,114 | 0 | (44,949) |
Net cash used in investing activities | (1,666) | (46,302) |
Cash flows from financing activities: | ||
Net borrowings under bank line of credit | 18,587 | 18,527 |
Borrowings under affiliated notes payable to fund Parlux acquisition | 0 | 30,000 |
Principal payments under capital lease obligations | (205) | (265) |
Proceeds from exercise of stock options | 31 | 4 |
Net cash provided by financing activities | 18,413 | 48,266 |
Net (decrease) increase in cash and cash equivalents | (1,008) | 646 |
Cash and cash equivalents at beginning of period | 2,447 | 1,682 |
Cash and cash equivalents at end of period | 1,439 | 2,328 |
Supplemental Information: | ||
Cash paid during the period for Interest | 538 | 322 |
Cash paid during the period for Income taxes | 0 | 66 |
Fair value of equity consideration given to acquire Parlux | $ 0 | $ 83,595 |
Basis of Presentation and Operations
|
3 Months Ended |
---|---|
May 04, 2013
|
|
Basis of Presentation and Operations [Abstract] | |
Basis of Presentation and Operations | BASIS OF PRESENTATION AND OPERATIONS The condensed consolidated balance sheet of Perfumania Holdings, Inc. and subsidiaries (the "Company") as of February 2, 2013, which has been derived from our audited financial statements as of and for the year ended February 2, 2013, and 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 (“US GAAP”), 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 full current fiscal year, reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the interim unaudited condensed consolidated financial statements. Such adjustments are of a normal, recurring nature. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended February 2, 2013. Due to the seasonality of the Company’s business, with the most significant activity occurring from September through December each year, the results of operations for the thirteen weeks ended May 4, 2013 are not necessarily indicative of results to be expected for the full fiscal year. The Company is an independent, national, vertically integrated wholesale distributor and specialty retailer of perfumes and fragrances that does business through six primary operating subsidiaries; Perfumania, Inc. (“Perfumania”), Quality King Fragrance, Inc. (“QFG”), Scents of Worth, Inc. ("SOW"), Perfumania.com, Inc. (“Perfumania.com”), Parlux Fragrances, LLC ("Parlux") and Five Star Fragrance Company, Inc. (“Five Star”). See Note 2 for discussion on the acquisition of Parlux. We operate in two industry segments, wholesale distribution and specialty retail sales of designer fragrances and related products. Our wholesale businesses include QFG, Five Star and Parlux. QFG distributes designer fragrances to mass market retailers, drug and other chain stores, retail wholesale clubs, traditional wholesalers, and other distributors throughout the United States. It sells principally to retailers such as Walmart, Walgreens, Kohl's, Nordstrom Rack, Marshall's, Target, Ross Stores and CVS. The Company’s manufacturing divisions, Parlux and Five Star, own and license designer and other fragrance brands that are sold to regional and national department stores, international distributors, through QFG, SOW’s consignment business and Perfumania’s retail stores, paying royalties to the licensors based on a percentage of sales. All manufacturing operations are outsourced to third-party manufacturers. Our retail business is conducted through the following subsidiaries: •Perfumania, a specialty retailer of fragrances and related products, •SOW, which sells fragrances in retail stores on a consignment basis, and •Perfumania.com, an Internet retailer of fragrances and other specialty items. As of May 4, 2013, Perfumania operated a chain of 337 retail stores specializing in the sale of fragrances and related products at discounted prices up to 75% below the manufacturers’ suggested retail prices. Perfumania.com offers a selection of our more popular products for sale over the Internet and serves as an alternative shopping experience to the Perfumania retail stores. SOW operates the largest national designer fragrance consignment program, with contractual relationships to sell products on a consignment basis in approximately 2,400 stores, including approximately 1,200 Kmart locations nationwide. Its other retail customers include Burlington Coat Factory, Loehmann’s, Steinmart and K & G. |
Goodwill and Intangible Assets
|
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
May 04, 2013
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Goodwill in the amount of $38.8 million at May 4, 2013 and February 2, 2013 resulted from the April 18, 2012 acquisition of Parlux Inc. The following table provides information related to goodwill and intangible assets (in thousands). Intangible assets are included in intangible and other assets, net on the accompanying condensed consolidated balance sheets as of May 4, 2013 and February 2, 2013:
In accordance with US GAAP, goodwill and intangible assets with indefinite lives are not amortized, but rather tested for impairment at least annually by comparing the estimated fair values to their carrying values. Trademarks, including tradenames and owned licenses having finite lives, are amortized over their respective lives to their estimated residual values and are also reviewed for impairment in accordance with accounting standards when changes in circumstances indicate the assets’ values may be impaired. Customer relationships will be amortized over the expected period of benefit and license agreements will be amortized over the remaining contractual term. Impairment testing is based on a review of forecasted operating cash flows and the profitability of the related brand. There were no triggering events during the thirteen weeks ended May 4, 2013 that would indicate potential impairment and the requirement to review the carrying value of goodwill and intangible assets. Amortization expense associated with intangible assets subject to amortization is included in depreciation and amortization on the accompanying condensed consolidated statements of operations. Amortization expense for intangible assets subject to amortization was $1.7 million and $0.1 million for the thirteen weeks ended May 4, 2013 and April 28, 2012, respectively. As of May 4, 2013, estimated future amortization expense associated with intangible assets subject to amortization is as follows (in thousands):
|
Acquisition of Parlux
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
May 04, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACQUISITION OF PARLUX [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combination Disclosure [Text Block] | ACQUISITION OF PARLUX On April 18, 2012, the Company acquired all of the outstanding shares of Parlux Fragrances, Inc. ("Parlux Inc."), formerly a publicly-traded company, which is in the business of creating, designing, manufacturing, distributing and selling prestige fragrances and beauty-related products marketed primarily through specialty stores, national department stores and perfumeries on a worldwide basis. The Company issued approximately 6.014 million shares of its common stock and paid approximately $62.1 million in cash to the former Parlux Inc. shareholders. Parlux Inc. was then merged into PFI Merger Sub I, LLC, which survived this second merger as a wholly owned subsidiary of Perfumania and changed its name to Parlux Fragrances, LLC. ("Parlux"). The accompanying unaudited condensed consolidated financial statements include the results of operations and cash flows for Parlux beginning on April 18, 2012. Parlux has been integrated into the Company's operations and is not considered a separate segment for financial reporting purposes. The unaudited pro forma results presented below include the effects of the Parlux Inc. acquisition as if it had been consummated as of January 28, 2012. The pro forma results include the amortization associated with estimates for the acquired intangible assets. In addition, the pro forma results do not include any anticipated synergies, operating efficiencies or cost savings or other expected benefits of the acquisition or any integration costs. Accordingly, the unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated as of January 28, 2012.
|
Basic and Diluted Net Loss Per Common Share (Details)
|
3 Months Ended | |
---|---|---|
May 04, 2013
|
Apr. 28, 2012
|
|
BASIC AND DILUTED NET LOSS PER COMMON SHARE [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,530,075 | 7,739,646 |
Acquisition of Parlux - Purchase Price Computation (Details) (Parlux [Member])
In Thousands, unless otherwise specified |
0 Months Ended | 3 Months Ended |
---|---|---|
Apr. 18, 2012
|
Apr. 28, 2012
|
|
Parlux [Member]
|
||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Stock Issued During Period, Shares, Acquisitions | 300,000 | 6,014 |
Goodwill and Intangible Assets - Schedule of Future Amortization (Details) (USD $)
|
3 Months Ended | |
---|---|---|
May 04, 2013
|
Apr. 28, 2012
|
|
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 1,700,000 | $ 100,000 |
Future Amortization Expense, Remainder of Fiscal Year | 4,371,000 | |
2013 | 4,842,000 | |
2014 | 4,296,000 | |
Future Amortization Expense, Year Three | 1,726,000 | |
Future Amortization Expense, Year Four | 1,211,000 | |
Future Amortization Expense, Year Five | 890,000 | |
Future Amortization Expense, after Year Five | 2,315,000 | |
Finite-Lived Intangible Assets, Future Amortization Expense | $ 19,651,000 |
Accounting For Share-Based Payments - Textuals (Details) (USD $)
In Thousands, except Share data, unless otherwise specified |
3 Months Ended | ||||
---|---|---|---|---|---|
May 04, 2013
|
Apr. 28, 2012
|
May 04, 2013
The 2010 Plan [Member]
|
May 04, 2013
Stock Options [Member]
|
Feb. 02, 2013
Stock Options [Member]
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,000,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Annual Percentage Increase in Shares Authorized | 1.50% | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 1,499,221 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 745,000 | 1,230,104 | 1,243,674 | ||
Share-based compensation expense | $ 102 | $ 3,806 |