|• FORM 10-K • SUBSIDIARIES OF DELIA*S, INC. AS OF JANUARY 28, 2012 • CONSENT OF BDO USA, LLP • RULE 13A-14(A)/15D-14(A) CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER • RULE 13A-14(A)/15D-14(A) CERTIFICATION OF THE CHIEF FINANCIAL OFFICER • CERTIFICATIONS UNDER SECTION 906 BY THE CEO AND CFO • XBRL INSTANCE DOCUMENT • XBRL TAXONOMY EXTENSION SCHEMA • XBRL TAXONOMY EXTENSION CALCULATION LINKBASE • XBRL TAXONOMY EXTENSION DEFINITION LINKBASE • XBRL TAXONOMY EXTENSION LABEL LINKBASE • XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the fiscal year ended January 28, 2012
For the transition period from to
Commission file number 000-51648.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (212) 590-6200
Securities Registered Pursuant to Section 12(b) of the Act:
Securities Registered Pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ¨ NO x
Indicate by check mark if the registrant is not required to file reports pursuant Section 13 or Section 15(d) of the Act. YES ¨ NO x
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 has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer. accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated Filer ¨ Smaller Reporting Company x
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x
As of July 30, 2011, the aggregate market value of the common stock held by non-affiliates of the Registrant, computed by reference to the price at which the common stock was last sold on the NASDAQ Global Market on such date, was $49,305,043.
As of April 9, 2012, there were outstanding 31,726,645 shares of the Registrants Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required in PART III hereinPortions of the Proxy Statement for the Registrants 2011 Annual Meeting of Stockholders.
This report contains forward-looking statements within the meaning of the securities laws, including statements regarding our goals, retail expansion, sales and revenue growth and financial performance. Our forward-looking statements are based upon managements current expectations and beliefs. They are subject to a number of known and unknown risks and uncertainties that could cause actual results, performance or achievements to differ materially from those described or implied in the forward-looking statements as a result of various factors, including, but not limited to, the impact of general economic and business conditions; our inability to realize the full value of merchandise currently in inventory as a result of underperforming sales; unanticipated increases in mailing and printing costs; the cost of additional overhead that may be required to expand our brands; our inability to obtain financing, if required; changing customer tastes and buying trends; the inherent difficulty in forecasting consumer buying patterns and trends, and the possibility that any improvements in our product margins, or in customer response to our merchandise, may not be sustained; uncertainties related to our multi-channel model, and, in particular, the effects of shifting patterns of e-commerce or retail purchases versus catalog purchases; any significant variations between actual amounts and the amounts estimated for those matters identified as our critical accounting estimates or our other accounting estimates made in the preparation of our financial statements; as well as the various other risk factors set forth in our periodic and other reports filed with the Securities and Exchange Commission. Accordingly, while we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and we cannot assure you that our future results, levels of activity, performance or achievements will meet these expectations. You are urged to consider all such factors. Except as required by law, we assume no obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions or changes in other factors.
As a result of the foregoing and other factors, we may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect our business, financial condition, operating results and stock price.
The market and demographic data included in this report concerning our business and markets is estimated and is based on data made available by independent market research firms, industry trade associations or other publicly available information.
See the discussion of risks and uncertainties in Part I, Item 1A hereof entitled Risk Factors.
In this Form 10-K , when we refer to Alloy, Inc. we are referring to Alloy, Inc., our former parent corporation, and when we refer to Alloy we are referring to the Alloy-branded direct marketing and merchandising business that we operate. Similarly, when we refer to dELiA*s we are referring to the dELiA*s-branded direct marketing, merchandising and retail store business that we operate, when we refer to dELiA*s, Inc., the Company, we, us, or our, we are referring to dELiA*s, Inc. and its subsidiaries. When we refer to the Spinoff, we are referring to the December 19, 2005 spinoff of the outstanding common shares of dELiA*s, Inc. to the Alloy, Inc. shareholders.
We are a multi-channel retail company comprised of two lifestyle brands primarily targeting teenage girls and young women. We generate revenue by selling to consumers through direct mail catalogs, websites and retail stores. We operate two brandsdELiA*s and Alloyeach of which we believe are well-established, differentiated, lifestyle brands. Through our e-commerce webpages, catalogs and retail stores, dELiA*s (the brand) offers a wide variety of product categories to teenage girls to cater to an entire lifestyle. Alloy is a prominent branded junior apparel catalog and e-commerce site for young women.
Through our e-commerce webpages and catalogs, we sell many name brand products along with our own proprietary brand products in key spending categories directly to consumers, including apparel and accessories. Our mall-based dELiA*s retail stores derive revenue primarily from the sale of proprietary apparel and accessories and, to a lesser extent, branded apparel to teenage girls.
Our focus on a diverse collection of name brands and proprietary brands allows us to adjust our merchandising strategy quickly as fashion trends change. In addition, we strive to keep our merchandise mix fresh by regularly introducing new trends and styles. Our proprietary brands provide us an opportunity to broaden our customer base by offering merchandise of comparable quality to brand name merchandise, at a lower price, while permitting improved gross profit margins. Our proprietary brands also allow us to capitalize on emerging fashion trends when branded merchandise is not available in sufficient quantities, and to exercise a greater degree of control over the flow of our merchandise from our vendors to us, and from us to our customers.
We have built comprehensive databases that together include information such as name, mailing and email addresses and amounts and dates of purchases in our direct business and within the past year in our retail business. In addition to helping us target consumers directly, our databases provide us with access to important demographic information that we believe should assist us in optimizing the selection of potential retail store locations.
We had also previously operated CCS, which was a premiere catalog and e-commerce site for skateboarding and snowboarding equipment, apparel and footwear products, primarily targeting teenage boys (CCS). Effective November 5, 2008, we sold the assets and certain liabilities related to the CCS business to a subsidiary of Foot Locker, Inc. Please see the section below titled Discontinued Operations for a more detailed description of this transaction. Our former CCS business is treated as a discontinued operation. All amounts in this Form 10-K are for continuing operations only unless otherwise specified.
We refer to the 52-week fiscal year ended January 28, 2012 as fiscal 2011, the 52-week fiscal year ended January 29, 2011 as fiscal 2010, and the 52-week fiscal year ended January 30, 2010 as fiscal 2009. We also refer to the 53-week fiscal year ending February 2, 2013 as fiscal 2012.
dELiA*s develops, markets and sells primarily its own lifestyle brand, and to a lesser extent third-party brands, in its retail stores, as well as via catalogs and the internet. The dELiA*s brand is a distinctive collection of apparel, dresses, swimwear, footwear, outerwear and accessories targeted primarily at trend-setting, fashion-aware teenage girls. While dELiA*s markets to teenage girls, we focus marketing efforts on potential customers who we believe fit the profile and have the interests of fashion-forward high-school teens. In fiscal 2011, dELiA*s circulated approximately 19.8 million catalogs.
dELiA*s retail stores sell a distinctive collection of lifestyle-oriented apparel and accessories for trend-setting, fashion-aware teenage girls primarily via mall-based retail stores. The majority of dELiA*s merchandise is privately branded and sold under the dELiA*s label. As of January 28, 2012, we operated 113 dELiA*s retail stores. These stores range in size from approximately 2,600 to 5,100 square feet with an average size of approximately 3,800 square feet.
Alloy markets and sells branded junior apparel (including extended sizes and inseams), dresses, accessories, swimwear, footwear and outerwear targeting young women via catalogs and the internet. Alloy offers a wide selection of well-known, juniors-targeted name brands, such as Truck Jeans, Spoon Jeans, Soprano, Pinky, Angie, Blue Heaven and Lily White. In fiscal 2011, Alloy circulated approximately 19.0 million catalogs.
We believe our principal business strengths include:
Broad Access to Teenage and Young Women Consumers
In fiscal 2011, we reached a significant portion of teenage and young women consumers in the United States by:
Our dELiA*s and Alloy databases contain information about a significant number of households who have purchased products online or requested catalogs directly from us as of January 28, 2012, including approximately 3.4 million households who have purchased merchandise or requested a catalog within the last two years. In addition to names and addresses, our databases give us the ability to review a variety of valuable information that may include age range, purchasing history, stated interests, online behavior, educational level and socioeconomic factors. We continually refresh and grow our databases with information we gather through direct marketing programs and purchased customer lists. We analyze this data in detail, which we believe enables us to improve response rates from our direct sales efforts. We have also added selected retail transactions to our databases to help identify potential new customers for our direct business.
We attempt to maintain significant flexibility in the operation of our business so that we can react quickly to changes in customer preferences. We regularly review the sales performance of our merchandise in an effort to identify and respond to changing trends and consumer preferences. When purchasing merchandise from our vendors, we pursue a strategy that is designed to maximize our speed to market. We strive to establish strong and loyal relationships with our suppliers which we believe allows us to quickly obtain merchandise and ship it to our distribution center for direct sales or our retail stores for retail sales. Currently, we are able to replenish a majority of our merchandise within 60 days. Our e-commerce webpages and databases allow us to quickly update our merchandise presentations, promotions, and display of offerings in an effort to create excitement for our customers. Over 90% of our direct marketing revenues were generated through sales made through our e-commerce webpages.
Experienced Management Team
Our senior management has significant retail and direct marketing experience, with an average of over 20 years in the retail, catalog and e-commerce apparel businesses.
Our Business Strategy
Our strategy is to improve upon our strong competitive position as a multi-channel retail company, to improve the productivity in our dELiA*s retail stores, and to carry out such strategy while controlling costs. In addition, our strategy includes strengthening the dELiA*s brand through alignment across all channels of our business while continuing extended offerings online and in our catalogs. The key elements of our strategy are as follows:
Direct Marketing Strategy
Our direct marketing strategy is designed to minimize our exposure to risks associated with rapidly changing fashion trends and facilitate speed to market and the flexibility with which we are able to purchase and stock a wide assortment of merchandise. Our primary objective is to reflect, rather than shape, styles and tastes while maintaining a specific focus on our customer. We develop exclusive merchandise and select name brand merchandise from what we believe are quality manufacturers and name brands. Our buyers and merchandisers work closely with our many suppliers to develop products to our specifications. This speed to market gives us flexibility to incorporate the latest trends into our product mix and to better serve the evolving tastes of customers. Through this strategy, we believe we are able to minimize design risk and make final product selections only two to seven months before the products are brought to market. We believe this allows us to stay current with the tastes of the market, and unlike others in our industry that require a longer lead time to bring goods to the market, we believe our strategy enables us to receive a continuous allotment of goods from our suppliers and carry the proper amount of inventory.
Our direct marketing strategy also enables us to manage our inventory levels efficiently once consumer demand patterns have emerged. We attempt to limit the size of our initial merchandise orders and rely on quick reorder ability. Because we generally do not make aggressive initial orders, we believe we are able to limit our risk of excess inventory. Additionally, we have several methods for clearing slow moving inventory, ranging from clearance media and internet offers to tent sales and third-party liquidators.
Our merchandise selection includes products from many leading suppliers and name brands. dELiA*s primarily carries its own branded merchandise, though it also carries third-party branded merchandise from well-known name brands such as Converse and Sperry. Brands currently offered through Alloy include nationally-recognized names such as Vigold Premium by Vigoss, Truck Jeans, Paris Blues, MIA, Jalate, Celebrity Pink and Unionbay, as well as smaller, niche labels, including Necessary Objects, Johnny Martin, and Standards and Practices.
Our database management and mailing strategy is designed to efficiently gather, maintain and utilize the information collected within our databases. Our databases are maintained by a third-party vendor providing address hygiene, duplicate identification and modeling capabilities. The databases enable detailed selections based on general industry practices, but enable greater specificity when required, based on maintaining any transactional history, plus the ability to overlay demographic information to the extent provided to us, for selected individuals and households listed in the databases.
Our catalog mailing program, coupled with our e-mail marketing program, seeks to maximize profitability with a continual testing and monitoring program designed to provide our customers with offers and promotions that will be of interest to them.
We believe that high levels of customer service and support are critical to the value of our brands and to retaining and expanding our customer base. We consistently monitor customer service calls at our call center for quality assurance purposes. Additionally, we review our call and distribution centers policies and procedures on a regular basis. A majority of our catalog and internet orders are shipped within 48 hours of credit approval. In cases in which the order is placed using another persons credit card and exceeds a specified threshold, the order is shipped only after we have received confirmation from the cardholder. Customers generally receive orders within three to ten business days after shipping. Our shipments are generally carried to customers by the United States Postal Service and United Parcel Service.
Trained personnel are available for the dELiA*s and Alloy brands 24 hours a day, 7 days per week through multiple toll-free telephone numbers. In fiscal 2012, we have decided to outsource our call center due to the high cost of running this facility, and expect significant annual savings in future years as a result of this closing. We are in the process of transitioning to a third party provider and expect the transition to be complete by the beginning of the second quarter of fiscal 2012.
Our current strategy is to concentrate on improving productivity in our existing store base while keeping store growth relatively flat. We monitor the performance of our existing retail stores and may from time-to-time close underperforming stores as appropriate. When we determine to close a retail store, we typically exercise a sales volume based termination right or negotiate with landlords to determine the quickest and most cost-effective way to exit such location. Store activity for the past two fiscal years follows:
We plan our new stores to have a four-wall cash contribution margin of at least 15% in the first full year and to have a net build-out cost, including inventory, of approximately $600,000. We define contribution margin as store gross profit less direct cash costs of operating the store.
The stores currently average approximately 37 feet in frontage and 3,800 square feet, though individual stores may be smaller or larger than the averages. We believe that frontage and size are critical in projecting importance when compared to our competition in the malls. Our stores are designed to look upscale, appealing to what we believe to be our database customer demographics. We believe that over half our direct customers come from households with incomes of over $75,000 per year and over 25% come from households with income over $125,000 per year.
In addition to strong customer demographics, we look for high traffic malls, high economic growth areas and/or high income demographics in selecting new retail store locations.
Each store is open during mall shopping hours and has a store management team that always includes a store manager, and depending on the sales volume of the store, one or more of the following additional management: a co-manager, one or more assistant managers and one or more customer experience supervisors, as well as eight to twenty part-time sales associates. Currently, district managers supervise seven to eleven stores, with thirteen district managers reporting to two regional managers, who in turn report to a Vice President of Stores.
Our goal is to hire and retain experienced sales associates, store managers and district managers and establish clear performance goals, objectives and related corresponding incentives which are based on planned sales. District managers, store managers, co-managers and assistant store managers participate in an incentive program which is based on achieving predetermined sales-related and customer conversion goals in their respective stores or districts. We have well-established store operating policies and procedures, and emphasize our loss prevention program in order to control inventory shrinkage and ensure policy and procedure compliance.
In addition, we have traffic counters and related software in our retail locations in order to evaluate store by store customer conversion rates. We utilize this system in evaluating and managing store performance, establishing effective staffing models and focusing our training efforts.
We generate net sales from two reportable segmentsdirect marketing and retail stores. Net sales, by segment, are as follows:
Direct Marketing Segment
Our direct marketing segment, which consists of the dELiA*s and Alloy e-commerce webpages and catalogs, derives revenues from sales of merchandise via catalog or the internet directly to consumers and also from advertising. Included in our direct marketing net sales of $93.9 million in fiscal 2011 were approximately $0.6 million of advertising revenues.
In fiscal 2011, each of our catalogs and associated e-commerce webpages targeted a particular segment of the market and offered many name brands well known by our target customers, along with our own proprietary brands.
dELiA*sDuring fiscal 2011, the dELiA*s catalog ranged from 52 to 84 pages in length. We mailed seventeen full price versions of the dELiA*s catalog, including remails, and allocated up to four pages per catalog to our advertising clients and marketing partners. The dELiA*s e-commerce webpages (reached through www.delias.com) are designed to complement the catalog and offer the same merchandise as in the catalog, as well as additional products, colors, sizes and special offers.
AlloyDuring fiscal 2011, the Alloy catalog ranged in length from 48 to 76 pages. We mailed seventeen full price versions of the Alloy catalog, including remails, and allocated up to four pages per catalog to our advertising clients and marketing partners. The Alloy e-commerce webpages (reached through www.alloy.com) offer the same merchandise as in the catalog, as well as additional products, colors, sizes and special offers.
Retail Store Segment
Our retail store segment derives revenue primarily from the sale of apparel and accessories to consumers through dELiA*s stores. dELiA*s mall-based retail stores sell a distinctive collection of lifestyle-oriented apparel and accessories for trend-setting, fashion-aware teenage girls. As of January 28, 2012, we operated 113 dELiA*s stores in 33 states. The majority of merchandise sold in our retail stores is sold under the dELiA*s label. Retail store segment revenues for fiscal 2011 were $123.2 million.
Financial information about our segments is summarized in Note 15 to our consolidated financial statements.
Because we sell a number of brand-name products in addition to our own proprietary brands, we obtain products from a wide variety of manufacturers, importers and other suppliers. One vendor accounted for approximately 13% of products sold for fiscal 2011. We believe that there are sufficient alternate sources of merchandise at comparable prices for almost all of the products we sell should we decide to or be required to change vendors for any particular product. Therefore, we do not believe that a loss of one or a few vendors would have a material impact on our operations.
Infrastructure, Operations and Technology
Our operations are dependent on our ability to maintain computer and telecommunications systems in effective working order and to protect our systems against damage from fire, natural disaster, power loss, telecommunications failure, unauthorized intrusion or access to confidential information, or similar events. We have implemented, either directly or through other third parties, appropriate security, redundancy, backup programs for our various businesses.
We license commercially available technology whenever possible in lieu of dedicating our financial and human resources to developing proprietary online infrastructure solutions. Currently, most services related to maintenance and operation of our e-commerce webpages are through third-party providers located in Sterling, Virginia.
In the call center, other data and voice systems are maintained by a third-party agreement and have been hardened and made redundant with the addition of backup circuits, backup generators and other system upgrades. In fiscal 2012, we have decided to outsource our call center due to the high cost of running this facility, and expect significant annual savings in future years as a result of this closing. We are in the process of transitioning to a third party provider and expect the transition to be complete by the beginning of the second quarter of fiscal 2012.
In our direct marketing segment, we use third-party licensed software for stockkeeping unit (SKU) and classification inventory tracking, purchase order management, and merchandise distribution. Sales in our direct segment, whether through the internet, the call center or the mail, are updated daily and the host system downloads price changes, order status and inventory levels. In addition, we use other licensed software products
and services to further supplement our supply chain, for merchandise planning and to analyze customer behavior. In our retail segment, licensed software is used for SKU and classification inventory tracking, purchase order management, merchandise distribution, automated ticket making, and sales audit.
Sales in our retail segment are updated daily in the third-party licensed merchandising reporting systems by the nightly polling of sales information from each stores point-of-sale (POS) terminals. Our POS system consists of registers providing price look-up, time and attendance, inventory management (transfers and distributions), and credit card/check authorization. This host system downloads price changes and inventory movements (store-to-store transfers and warehouse merchandise distributions). We evaluate information obtained through the nightly polling to implement merchandising decisions, planning and determining the open-to-buy, processing and managing of product purchasing/reorders, managing markdowns and allocating merchandise on a daily basis. For both the direct marketing and retail store segments, we use centralized financial systems for general ledger and accounts payable.
During fiscal 2012, we plan to continue our investment in information services and technology (including the launch of our new websites for both dELiA*s and Alloy with MarketLive), and enhancing the systems we use to support our ecommerce business. These enhancements are generally aimed at driving sales, improving customer access to merchandise assortments and other back office efficiencies.
The retail and direct businesses are each highly competitive. Our retail stores compete on the basis of, among other things, the location of our stores, the breadth, quality, style, and availability of merchandise, the level of customer service offered and merchandise price. Although we feel the eclectic mix of products offered in our retail stores helps differentiate us, it also means that we compete against a wide variety of smaller, independent specialty stores, as well as department stores and national specialty chains. Many of our competitors have substantially greater name recognition as well as financial, marketing and other resources. Our retail stores also face competition from small boutiques that offer an individualized shopping experience similar to the one we strive to provide to our target customers.
Along with certain retail segment factors noted above, other key competitive factors for our direct-segment operations include the success or effectiveness of customer mailing lists, response rates, catalog presentation, merchandise delivery and web site design and availability. Our direct-segment operations compete against numerous catalogs and web sites, which may have a greater volume of circulation and web traffic.
Our historical revenues and operating results have varied significantly from quarter to quarter due to seasonal fluctuations in consumer purchasing patterns. Sales of apparel, accessories and footwear through our e-commerce webpages, catalogs and retail stores have generally been higher in our third and fourth fiscal quarters, which contain the key back-to-school and holiday selling seasons, as compared to our first and second fiscal quarters. During the third and the beginning of our fourth fiscal quarters, our noncash working capital requirements increase and may be funded by our cash balances and utilization of our existing Credit Agreement. Quarterly results of operations may also fluctuate significantly as a result of a variety of factors, including the timing of store openings and the relative proportion of our new stores to mature stores, fashion trends and changes in consumer preferences, calendar shifts of holiday or seasonal periods, changes in merchandise mix, timing of promotional events, general economic conditions, competition and weather conditions.
We and Alloy, Inc. have registered, or filed applications to register various trademarks and servicemarks used in our business operations with the United States Patent and Trademark Office (the PTO). With respect to certain Alloy trademarks and servicemarks covering goods and services, we and Alloy, Inc. are joint owners by assignment of these trademarks and servicemarks. We and Alloy, Inc. filed instruments with the PTO to request
that the PTO divide these jointly owned trademarks and servicemarks between us such that we each would own the registrations for those trademarks and servicemarks for the registration classes covering the goods and services applicable to our respective businesses and the PTO has honored such request. Applications for the registration of certain of our other trademarks and servicemarks are currently pending. We also use trademarks, tradenames, logos and endorsements of our suppliers and partners with their permission. We are not aware of any pending material conflicts concerning our marks or our use of others intellectual property.
We are subject, directly and indirectly, to various laws and governmental regulations relating to our business. The internet is continuing to rapidly evolve and several laws or regulations directly apply to online commerce and community websites. However, due to the increasing popularity and use of the internet, governmental authorities in the United States and abroad may adopt additional laws and regulations to govern internet activities. Laws with respect to online commerce, including social media, may cover issues such as pricing, taxing, distribution, unsolicited email (spamming), content, intellectual property, defamation, privacy and data security, product endorsements, online behavioral advertising and characteristics and quality of products and services. Laws with respect to community websites may cover content, copyrights, libel, obscenity and personal privacy. Any new legislation or regulation or the application of existing laws and regulations to the internet could have a material and adverse effect on our business, results of operations and financial condition.
Governments of other states or foreign countries might attempt to regulate our transmissions or levy sales or other taxes relating to our activities even though we do not have a physical presence or operations in those jurisdictions. As our products and advertisements are available over the internet anywhere in the world, and we conduct marketing programs in numerous states, multiple jurisdictions may claim that we are required to qualify to do business as a foreign corporation in each of those jurisdictions. Our failure to qualify as a foreign corporation in a jurisdiction where we are required to do so could subject us to taxes and penalties for the failure to qualify.
It is possible that state and foreign governments might also attempt to regulate our transmissions of content on our e-commerce webpages or prosecute us for violations of their laws. For example, a French court has ruled that a website operated by a United States company must comply with French laws regarding content, and an Australian court has applied the defamation laws of Australia to the content of a U.S. publisher posted on the companys website. We cannot assure you that state or foreign governments will not charge us with violations of local laws or that we might not unintentionally violate these laws in the future, or that foreign citizens will not obtain jurisdiction over us in a foreign country, subjecting us to litigation in that country under the laws of that country.
The United States Congress enacted the Childrens Online Privacy Protection Act of 1999 (COPPA) and the Federal Trade Commission (FTC) promulgated implementing regulations, which became effective in 2000. The principal COPPA requirements apply to websites, or those portions of websites, directed to children under age 13. COPPA mandates that individually identifiable information about minors under the age of 13 not be collected, used or displayed without first obtaining informed parental consent that is verifiable in light of present technology, subject to certain limited exceptions. As a part of our efforts to comply with these requirements, we do not knowingly collect personally identifiable information from any person under 13 years of age and have implemented age screening mechanisms on certain areas of our websites in an effort to prohibit persons under the age of 13 from registering. This will likely dissuade some percentage of our customers from using our e-commerce webpages, which may adversely affect our business. While we use our commercially reasonable efforts to ensure that we are compliant with COPPA, our efforts may not be successful. If it turns out that our activities are not COPPA compliant, we may face litigation with the FTC or individuals or face a civil penalty, which could adversely affect our business. The FTC is currently evaluating the revision of its COPPA regulations and the Company is following developments in this area.
A number of government authorities both in the United States and abroad, as well as private parties, are increasing their focus on privacy issues and the use of personal information. The FTC and attorneys general in
several states have investigated the use of personal information by some internet companies. In particular, an attorney general may examine privacy policies to ensure that a company fully complies with representations in the policies regarding the manner in which the information provided by consumers and other visitors to a website is used and disclosed by the company. As a result, we review our privacy policies on a regular basis, and we believe we are in compliance with relevant federal and state laws. However, our business could be adversely affected if new regulations or decisions regarding the use and disclosure of personal information are made, or if government authorities or private parties challenge our privacy practices.
In December 2003, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM) was enacted by the United States Congress. This legislation regulates commercial electronic mail messages, (i.e., email) the primary purpose of which is to promote a product or service. Among its provisions are ones requiring specific types of disclosures in covered emails, requiring specific opt-out mechanisms and prohibiting certain types of deceptive headers. Violations of its provisions may result in civil money penalties and criminal liability. CAN-SPAM further authorizes the FTC to establish a national Do-Not-E-Mail registry akin to the recently-adopted Do Not Call Registry. Any entity that sends commercial email messages, such as our various subsidiaries, and those who re-transmit such messages, must adhere to the CAN-SPAM requirements. Compliance with these provisions may limit our ability to send certain types of emails on our own behalf, which may adversely affect our business. While we intend to operate our businesses in a manner that complies with the CAN-SPAM provisions, we may not be successful in so operating. If it turns out we have violated the provisions of CAN-SPAM, we may face litigation with the FTC or face civil penalties, which could adversely affect our business.
The European Union Directive on the Protection of Personal Data may affect our ability to make our websites available in Europe if we do not afford adequate privacy to European users. Similar legislation was recently passed in other jurisdictions and may have a similar effect. Legislation governing privacy of personal data provided to internet companies is in various stages of development and implementation in other countries around the world and could affect our ability to make our e-commerce webpages available in those countries as future legislation is made effective.
On November 5, 2008, the Company sold its CCS business to Foot Locker, Inc. for $103.2 million. As a result of this transaction, the results of the CCS business have been reported as discontinued operations for fiscal 2009. There were no discontinued operations for fiscal 2011 or fiscal 2010. As part of the transaction, dELiA*s, Inc. provided certain transition services to Foot Locker. Income from discontinued operations, which related to transition services provided to Foot Locker, was $16,000, net of taxes, for fiscal 2009.
The Company recorded a pre-tax gain of $49.4 million as a result of the sale of CCS. The gain reflected, in part, the allocation of $28.1 million of nondeductible goodwill to the CCS business.
Relationship with JLP Daisy, LLC
In February 2003, dELiA*s Brand LLC, one of our subsidiaries, entered into a master license agreement with JLP Daisy, LLC (JLP Daisy) to license the dELiA*s brand on an exclusive basis for wholesale distribution in certain product categories, primarily in mid- and upper-tier department stores. dELiA*s Brand LLC received a $16.5 million cash advance against future royalties from the licensing ventures. The master license agreement provides that JLP Daisy is entitled to retain all of the royalty income generated from the sale of licensed products until JLP Daisy recoups its advance plus one-third of a preferred return of 18% per year on the unrecouped advance, if ever. Thereafter, we will receive an increasing share of the royalties until JLP Daisy recoups its advance plus a preferred return of 18% per year on the unrecouped advance, at which time we will receive a majority of the royalty stream after brand management fees. The initial term of the master license agreement is approximately 10 years, which is subject to an extension of up to five years under specified
circumstances and further will remain in effect until JLP Daisy recoups its advance and preferred return. The master license agreement provides that the advance will be recoupable by JLP Daisy solely out of its share of the royalty payments and not through recourse against dELiA*s Brand LLC, us or any of our properties or assets. The master license agreement may be terminated early under certain circumstances, including, at our option, upon payment to JLP Daisy of an amount based upon royalties received from the sale of the licensed products during a specified period. In addition, dELiA*s Brand LLC granted to JLP Daisy a security interest in the dELiA*s trademarks, although the only event that would entitle JLP Daisy to exercise its rights with respect to these trademarks is a termination or rejection of the master license agreement in a bankruptcy proceeding. We have not recorded any amounts associated with the master license agreement.
As of January 28, 2012, we had 622 full-time and 1,509 part-time employees. Of the 622 full-time employees, 145 worked in warehouse/fulfillment/customer service; 147 worked in executive, finance, information technology and other corporate and division management and 330 were employed by our dELiA*s retail stores. Of the 1,509 part-time employees, 74 were warehouse/fulfillment/customer service staff; 8 were in executive, finance, information technology and other corporate and division management and 1,427 were part-time associates at dELiA*s retail stores. None of our employees are covered by a collective bargaining agreement. We consider relations with our employees to be good.
Website Access to Reports
Our corporate website is www.deliasinc.com. Our periodic and current reports are available free of charge on the Investor Relations page of this website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
Risks Related to Our Business
We have a history of operating losses from continuing operations.
We incurred losses from continuing operations for the last five fiscal years. Although we expect to report net profits in the future, our expectations may not be realized and we may continue to experience losses. If our revenue grows more slowly than we anticipate, or if our operating expenses are higher than we expect, or if we continue to incur operating losses, we may not be able to become profitable, in which case our financial condition would be adversely affected and our stock price could decline.
Our ability to achieve profitability will also depend on our ability to manage and control operating expenses and to generate and sustain increased levels of revenue. We expect to incur significant operating expenses and capital expenditures, including general and administrative costs to support our operations and the costs of being a public company.
Additionally, we base our expenses in large part on our operating plans, current business strategies and future revenue projections. Many of our expenses, such as our retail store lease expenses, are fixed in the short term, and we may not be able to quickly reduce expenses and spending if our revenues are lower than we project. In addition, we may find that our costs to maintain or expand our operations, and in particular the costs to purchase inventory, produce our catalogs and build, outfit and employ personnel for our new retail stores, are more expensive than we currently anticipate. Therefore, the magnitude and timing of these expenses may contribute to fluctuations in our quarterly operating results.
We may fail to use our databases and our expertise in marketing to consumers successfully, and we may not be able to maintain the quality and size of our databases.
The effective use of our consumer databases and our expertise in marketing to consumers are important components of our business. If we fail to capitalize on these assets, our business will be less successful. Currently, we have useful data for only a portion of our targeted market. Additionally, as individuals in our databases age, they are less likely to purchase our products and their data is thus of less value to our business. We must, therefore, continuously obtain data on new potential customers and on those persons who are just entering their teenage years in order to maintain and increase the size and value of our databases. If we fail to obtain sufficient numbers of new names and related information, our business could be adversely affected.
General economic conditions may adversely impact our results of operations.
Our financial performance is subject to world-wide economic conditions and the resulting impact on U.S. consumer confidence and levels of consumer spending, which may remain depressed for the foreseeable future. Some of the factors impacting discretionary consumer spending include general economic conditions, wages and unemployment, consumer debt, reductions in net worth based on market declines, residential real estate and mortgage markets, taxation, increases in fuel and energy prices, consumer confidence and other macroeconomic factors.
Although the recent global financial crisis has eased somewhat in the United States, world-wide economic conditions remain challenging and consumer spending remains depressed as compared with pre-crisis levels. Consumer purchases of discretionary items, including our merchandise, generally decline during recessionary periods and other periods where disposable income is adversely affected. A further downturn in the U.S. economy could affect consumer purchases of our merchandise and adversely impact our results of operations and continued growth. It is difficult to predict whether recent improvements in the U.S. economic, capital and credit markets will continue or whether such conditions will further deteriorate, as well as the impact this might have on our business.
Our agreement with Alloy, Inc. to license our database information may make that information less valuable to us.
We and Alloy, Inc. have agreed that we will license data collected by dELiA*s and Alloy (excluding credit card data), subject to applicable laws and privacy policies, although Alloy, Inc. has agreed not to provide certain of this data to our competitors, with some limited exceptions. Certain actions that Alloy, Inc. could take, such as breaching its contractual covenants, could result in our losing a significant portion of the competitive advantage we believe our databases provide to us. In such event, our business and results of operations could be adversely affected.
Our success depends largely on the value of our brands, and if the value of our brands were to diminish, our sales are likely to decline.
The prominence of dELiA*s and Alloy catalogs and e-commerce webpages and our dELiA*s retail stores among our teenage target market are integral to our business as well as to the implementation of our strategies for expanding our business.
Maintaining, promoting and positioning our brands will depend largely on the success of our marketing and merchandising efforts and our ability to provide a consistent, high quality customer experience. Moreover, we anticipate that we will continue to increase the number of customers we target, through means that could include broadening the intended audience of our existing brands or creating related businesses with new retail concepts. Misjudgments by us in this regard could damage our existing or future brands. Any adverse affects on our current or future brands could result in decreases in sales.
If we fail to anticipate, identify and respond to changing fashion trends, customer preferences and other fashion-related factors, our sales are likely to decline.
Customer tastes and fashion trends are volatile and tend to change rapidly. Our success depends in part on our ability to effectively predict and respond to changing fashion tastes and consumer demands, and to translate market trends into appropriate, saleable product offerings in a timely manner. If we are unable to successfully predict or respond to changing styles or trends and misjudge the market for our products, our sales may be lower, and we may be faced with unsold inventory. In response, we may be forced to rely on additional markdowns or promotional sales to dispose of excess or slow-moving inventory, which may have a material adverse effect on our financial condition or results of operations.
New dELiA*s retail store openings could strain our resources and cause the performance of our existing operations to suffer.
Any dELiA*s retail store expansion will largely depend on our ability to find sites for, open and operate new stores successfully. Our ability to open and operate new stores successfully depends on several factors, including, among others, our ability to:
In addition, any retail store expansion will place increased demands on our operational, managerial and administrative resources. These increased demands could cause us to operate our business less effectively, which, in turn, could cause deterioration in the financial performance of our individual stores and our overall business.
Internet sales are subject to numerous risks
We sell merchandise over the internet through our e-commerce websites, www.delias.com and www.alloy.com. Our internet operations are subject to numerous risks, including:
Our failure to successfully address and respond to these risks could reduce internet sales, increase costs and damage the reputation of our brands.
Our catalog response rates may decline.
The number of customers who make purchases from catalogs that we mail to them, which we refer to as response rates, may decline due to, among other things, our ability to effectively predict and respond to changing fashion tastes and consumer demands and translate market trends into appropriate, saleable product offerings in a timely manner. Response rates also usually decline when we mail additional catalog editions to the same customers within a short time period. In addition, there can be no assurance that our previously disclosed strategic circulation cuts will enable us to improve or maintain our response rates. We also have mailed our Alloy catalogs to selected dELiA*s catalog customers and our dELiA*s catalogs to selected Alloy catalog customers (which practice we refer to as cross-mailing), which has resulted in generally lower response rates from the dELiA*s catalogs customers who also are sent Alloy catalogs and vice-versa. Additional cross-mailings of such catalogs could result in further such response rate declines. Although it is our expectation that the additional sales generated by such cross-mailing will more than offset the declines in response rate, we can give no assurance that these expectations will be realized. If we are mistaken, these trends in response rates are likely to have a material adverse effect on our rate of sales growth and on our profitability and could have a material adverse effect on our business.
Traffic to our e-commerce webpages may decline, resulting in fewer purchases of our products. Additionally, the number of e-commerce visitors that we are able to convert into purchasers may decline.
In order to generate online customer traffic, we depend heavily on mailed catalogs, outbound emails and an affiliates program in which we pay third parties for traffic referred from their websites to our e-commerce webpages. Our sales volume and e-commerce webpage traffic generally may be adversely affected by, among other things, declines in the number and frequency of our catalog mailings, reductions in outbound emails and declines in referrals from third parties. Our sales volume may also be adversely affected by economic downturns, system failures and competition from other internet and non-internet retailers.
In addition, the number of e-commerce visitors that we are able to convert into purchasers may decline due to, among other things, our inability to effectively predict and respond to changing fashion tastes and consumer demands and translate market trends into appropriate, saleable product offerings in a timely manner and our inability to keep up with new technologies and e-commerce features. The internet and the e-commerce industry are subject to rapid technological change. If competitors introduce new features and website enhancements embodying new technologies, or if new industry standards and practices emerge, our existing e-commerce webpages, the www.delias.com and www.alloy.com websites that Alloy, Inc. maintains and which link to our e-commerce webpages, and our respective systems may become obsolete or unattractive. Developing our e-commerce webpages and other systems entails significant technical and business risks. We may face material delays in introducing new services, products or enhancements. If this happens, our customers may forego the use of our e-commerce webpages and use websites and e-commerce pages of our competitors. We may use new technologies ineffectively, or we may fail to adequately adapt our website, our transaction processing systems and our computer network to meet customer requirements or emerging industry standards.
Modifications and/or upgrades to our information technology systems may disrupt our operations.
We regularly evaluate our information technology systems and requirements and are currently implementing modifications and/or upgrades to the information technology systems that support our business. Modifications include replacing existing systems with successor systems, making changes to existing systems, or acquiring new systems with new functionality. We are aware of the inherent risks associated with replacing and modifying these systems, including inaccurate system information, system disruptions and user acceptance and understanding. Information technology system disruptions and inaccurate system information, if not anticipated and appropriately mitigated, could have a material adverse effect on our financial condition and results of operations. Additionally, there is no assurance that a successfully implemented system will deliver the anticipated value to us.
We do not own the content websites that direct customers to our e-commerce webpages, and thus have to depend on Alloy, Inc. to maintain those websites as attractive sites for our target customers.
Pursuant to an agreement with Alloy, Inc., it will continue to own and operate the www.delias.com and www.alloy.com websites, the related e-commerce webpages and the related uniform resource locators (urls). Although we may transition our e-commerce operations to websites that we own, we will be required to maintain links from those websites to Alloy, Inc.owned websites, and Alloy, Inc. will be required to maintain links from those websites to our websites. Alloy, Inc. will continue to provide the community and content on each of those websites, and we will have no control over any of such community or content. Because a significant portion of our direct marketing sales come from our e-commerce sites, if Alloy, Inc. fails to maintain those websites, or fails to maintain those websites as attractive sites for the target audiences, our e-commerce activities may suffer.
Because we experience seasonal fluctuations in our revenues, our quarterly results may fluctuate.
Our business is seasonal, reflecting the general pattern of peak sales for teen clothing and accessories, which provide the majority of our sales during the back-to-school and holiday shopping seasons. Typically, a larger portion of our revenues are obtained during our third and fourth fiscal quarters. Any significant decrease in sales during the back-to-school and winter holiday seasons would have a material adverse effect on our financial condition and results of operations. In addition, in order to prepare for the back-to-school and holiday shopping seasons, we must order and keep in stock significantly more merchandise than we carry during other parts of the year, and we must hire temporary workers and incur additional staffing costs in our warehouse and retail stores to meet anticipated sales demand. If sales for the third and fourth quarters do not meet anticipated levels, then increased expenses may not be offset, which could decrease our profitability. Additionally, any unanticipated decrease in demand for our products during these peak seasons could require us to sell excess inventory at a substantial markdown, which could decrease our profitability.
Our liquidity and ability to raise capital may be limited, and we may be unable to fund any retail store expansion.
We expect that our total capital expenditures, net of landlord allowances, primarily the costs to build out our new stores and upgrade our front and back end direct business, will be approximately $5.0 million in fiscal 2012. Although, we currently expect that the sum of our current cash on hand and our current cash flows from operations and availability under our Credit Agreement will be sufficient to fund our near-term operations, including but not limited to, any retail store openings or remodels, our expectations may be wrong. If we are wrong, we may need to obtain additional debt or equity financing in the future to fund fully our operations and any retail store expansion. In addition, if we decide to significantly accelerate growth of our retail operations, additional debt or equity financing may also be required. The type, timing and terms of the financing selected by us would depend on, among other things, our retail growth plans, our cash needs, the availability of other financing sources and prevailing conditions in the financial markets. These sources may not be available to us or, if available, may not be available to us on satisfactory terms.
Competition may adversely affect our business.
The teenage girl and young womens retail apparel industry is highly competitive, with fashion, quality, price, location, in-store environment and service being the principal competitive factors. We compete for retail store sales with specialty apparel retailers and certain other youth-focused apparel retailers, such as American Eagle Outfitters, Abercrombie & Fitch, Aeropostale, Hollister, Wet Seal, Forever 21, and H&M. We also compete for retail store sales with full price and discount department stores such as Target, Kohls, Nordstroms, Macys, Bloomingdales and others. If we are unable to compete effectively for retail store sales, we may lose market share, which would reduce our revenues and gross profit. In addition, we compete for favorable site locations and lease terms in shopping malls with certain of our competitors as well as numerous other retailers. Many of our competitors are large national chains, which have substantially greater financial, marketing and other resources than we do. The growth of our retail store business depends significantly on our ability to operate stores in desirable locations with capital investments and lease costs that allow us to earn a return that meets or exceeds our financial projections. Desirable new locations may not be available to us at all or at reasonable costs. In addition, we must be able to renew our existing store leases on terms that meet our financial targets. Our failure to secure favorable real estate and lease terms generally and upon renewal, or even being permitted to renew our expiring leases, could cause us to lose market share which would reduce our revenues and gross profit.
Many of our existing competitors, as well as potential new competitors in our target markets, have longer operating histories, greater brand recognition, larger customer bases and significantly greater financial, technical and marketing resources than we do. These advantages allow our competitors to spend considerably more on marketing and may allow them to use their greater resources more effectively than we can use ours. Accordingly, these competitors may be better able to take advantage of market opportunities and be better able to withstand market downturns than us. If we fail to compete effectively, our business will be materially and adversely affected.
Our ability to attract customers to our retail stores depends heavily on the success of the shopping malls and other retail centers in which our stores are located. Any decrease in customer traffic in those shopping centers could negatively impact our sales.
Customer traffic in our retail stores depends heavily on locating our stores in prominent locations within successful shopping malls or other retail centers. Sales are derived, in part, from the volume of traffic in those shopping centers. Our stores benefit from the ability of other tenants to generate consumer traffic in the vicinity of our stores and the continuing popularity of the shopping centers as shopping destinations. Our sales volume and customer traffic generally may be adversely affected by, among other things, economic downturns in a particular area, competition from internet retailers, non-mall retailers and other shopping destinations, and the closing or decline in popularity of other stores in the shopping centers in which our retail stores are located. A reduction in customer traffic for any reason could have a material adverse effect on our business, results of operations and financial condition.
Closing stores could result in significant costs to us.
We could, in the future, decide to close dELiA*s retail stores or close or sell businesses or operations that are producing losses or that are not as profitable as we expect. If we decide to close any dELiA*s stores before the expiration of their lease terms, we may incur payments to landlords to terminate or buy out the remaining term of the lease. We also may incur costs related to the employees at such stores, whether or not we terminate the leases early. Upon any such closure or sale, the closing costs, fixed assets, and inventory write-downs would adversely affect our results and could adversely affect our cash on hand.
Our dELiA*s exclusive branding activities could lead to increased inventory obsolescence.
Our promotion and sale of dELiA*s branded products increases our exposure to risks of inventory obsolescence. Accordingly, if a particular style of product does not achieve widespread consumer acceptance, we may be required to take significant markdowns, which could have a material adverse effect on our gross profit margin and other operating results. Moreover, dELiA*s exclusive brand development plans may include entry into joint ventures and additional licensing or distribution arrangements, which may also contribute to increased inventory obsolescence as third parties may control more of these operations.
Our master license agreement with JLP Daisy LLC could cause us to lose our trademarks or otherwise adversely affect the value of our dELiA*s brand.
In February, 2003, one of our subsidiaries, dELiA*s Brand, LLC, entered into a master license agreement with JLP Daisy to license our dELiA*s brand on an exclusive basis for wholesale distribution in certain product categories, primarily in mid and upper-tier department stores, in exchange for an up-front payment from JLP Daisy of $16.5 million, which is applied against royalties otherwise due from JLP Daisy for sales of dELiA*s branded merchandise. The initial term of the master license agreement is approximately 10 years, which is subject to extension under specified circumstances and further will remain in effect until JLP Daisy recoups its advance and preferred return. As part of the master license agreement, dELiA*s Brand, LLC granted to JLP Daisy a security interest in the dELiA*s trademarks, although the only event that would entitle JLP Daisy to exercise its rights with respect to these trademarks is a termination or rejection of the master license agreement in a bankruptcy proceeding. If we become subject to a bankruptcy proceeding, we could lose the rights to our dELiA*s trademarks, which could have a material adverse effect on our business and operating results.
Additionally, because sales of dELiA*s branded products by JLP Daisys licensees have been significantly less than we and JLP Daisy expected when we entered into the master license agreement, we expect that JLP Daisy may try to increase the sales of the dELiA*s branded products by its licensees, by expanding the number of licensed products their licensees offer, the number and type of stores in which such licensed products are sold, or both, so that they can recoup more of their initial advance. Sales of dELiA*s branded products by JLP Daisys licensees may negatively impact our customers image of the brand, which could have a material adverse effect on our profit margins and other operating results. Additionally, a change in our customers image of the brand due to sales of dELiA*s branded products by JLP Daisys licensees to greater numbers of retailers may negatively affect our dELiA*s retail store expansion plans.
We depend largely upon a single call center and a single distribution facility.
The call center functions for our dELiA*s and Alloy catalogs and e-commerce webpages are handled from a single, leased facility in Westerville, Ohio. The distribution for our dELiA*s and Alloy catalogs and e-commerce webpages and all our dELiA*s retail stores are handled from a single, owned facility in Hanover, Pennsylvania. Any significant interruption in the operation of the call center or distribution facility due to natural disasters, accidents, system failures, expansion or other unforeseen causes could delay or impair our ability to receive orders and distribute merchandise to our customers and retail stores, which could cause our sales to decline. This could have a material adverse effect on our operations and results. In fiscal 2012, we have decided to outsource
our call center due to the high cost of running this facility, and expect significant annual savings in future years as a result of this closing. We are in the process of transitioning to a third party provider and expect the transition to be complete by the second quarter of fiscal 2012.
We depend upon a single co-location facility to connect to the internet in connection with our e-commerce webpages.
We connect to the internet through a single co-location facility in connection with our e-commerce webpages. Any significant interruption in the operations of this facility due to natural disasters, accidents, systems failures, expansion or other unforeseen causes could have a material adverse effect on our operations and results.
We may be required to recognize impairment charges.
Pursuant to generally accepted accounting principles, we are required to perform impairment tests on our identifiable intangible assets with indefinite lives, including goodwill, annually or at any time when certain events occur, which could impact the value and earnings of our business segments. Our determination of whether impairment has occurred is based on a comparison of the assets fair market values with the assets carrying values. Significant and unanticipated changes could require a provision for impairment in a future period that could substantially affect our reported earnings in a period of such change. We recognized a goodwill impairment charge of $7.6 million related to our direct marketing segment in fiscal 2010.
Additionally, pursuant to generally accepted accounting principles, we are required to recognize an impairment loss when circumstances indicate that the carrying value of long-lived tangible and intangible assets with finite lives may not be recoverable. Managements policy in determining whether an impairment indicator exists (i.e., a triggering event) comprises measurable operating performance criteria as well as qualitative measures. If a determination is made that a long-lived assets carrying value is not recoverable over its estimated useful life, the asset is written down to estimated fair value, if lower. The determination of fair value of long-lived assets is generally based on estimated expected discounted future cash flows, which is generally measured by discounting expected future cash flows identifiable with the long-lived asset at our weighted-average cost of capital. We have recognized impairment charges of approximately $495,000 in fiscal 2011 and $454,000 in fiscal 2009 related to underperforming store locations. We had no impairment charges related to long-lived assets in fiscal 2010.
If our manufacturers and importers are unable to produce our proprietary-branded goods on time or to our specifications, we could suffer lost sales.
We do not own or operate any manufacturing facilities and, therefore, depend upon independent third party vendors for the manufacture of all of our branded products. Our products are manufactured to our specifications primarily by domestic manufacturers and importers. We cannot control all of the various factors, which include inclement weather, natural disasters, labor disputes and acts of terrorism that might affect the ability of a manufacturer or importer to ship orders of our products in a timely manner or to meet our quality standards. Late delivery of products or delivery of products that do not meet our quality standards could cause us to miss the delivery date requirements of our customers or delay timely delivery of merchandise to our retail stores for those items. These events could cause us to fail to meet customer expectations, cause our customers to cancel orders or cause us to be unable to deliver merchandise in sufficient quantities or of sufficient quality to our stores, which could result in lost sales.
There are risks of obtaining products from third parties.
Our business depends largely on the ability of third-party vendors and their subcontractors or suppliers to provide us with current-season, brand-name apparel and other merchandise at competitive prices, in sufficient
quantities, manufactured in compliance with all applicable laws and of acceptable quality. We do not have any long-term contracts with any vendor and are not likely to enter into these contracts in the foreseeable future. In addition, many of the smaller vendors that we use are factored and have limited resources, production capacities, and operating histories. Additionally, because the fashion market is volatile and customer taste tends to change rapidly, we must, in order to be successful, identify and obtain merchandise from new third-party brands for which our customers show a preference. As a result, we are subject to the following risks:
We believe, based on the country of origin tags that appear on the products we sell, that a substantial portion of the products sold to us by our third-party vendors and domestic importers are produced in factories located in foreign countries, especially in China and other Asian countries. Any event causing a sudden disruption of manufacturing or imports from Asia or elsewhere, including, but not limited to, the imposition of import restrictions, could materially harm our operations. Many of our and our vendors imports are subject to existing or potential duties, tariffs or quotas that may limit the quantity of certain types of goods that may be imported into the United States from countries in Asia or elsewhere. We and our vendors compete with other companies for production facilities and import quota capacity. Our and our vendors businesses are also subject to a variety of other risks generally associated with doing business abroad, such as political instability, currency and exchange risks, disruption of imports by labor disputes (both in other countries and in the United States, such as the west coast ports) and local business practices.
Ours and our vendors foreign sourcing operations may also be hurt by political and financial instability, strikes, health concerns regarding infectious diseases in countries in which our merchandise is produced, adverse weather conditions or natural disasters or acts of war or terrorism. Our future operations and performance will be subject to these factors, which are beyond our control, and these factors could materially hurt our business, financial condition and results of operations or may require us to modify our current business practices and incur increased costs.
The effects of war or acts of terrorism could have a material adverse effect on our operating results and financial condition.
The continued threat of terrorism and the associated heightened security measures and military actions in response to acts of terrorism have disrupted commerce and have intensified uncertainties in the U.S. economy. Any further acts of terrorism or a future war may disrupt commerce and undermine consumer confidence, which could negatively impact our sales revenue by causing consumer spending and/or mall traffic to decline. Furthermore, an act of terrorism or war, or the threat thereof, or any other unforeseen interruption of commerce, could negatively impact our business by interfering with our ability to obtain merchandise from foreign manufacturers. Our inability to obtain merchandise from our foreign manufacturers or substitute other manufacturers, at similar costs and in a timely manner, could adversely affect our operating results and financial condition.
We must effectively manage our vendors to minimize inventory risk and maintain our margins.
We seek to avoid maintaining high inventory levels in an effort to limit the risk of outdated merchandise and inventory write-downs. If we underestimate quantities demanded by our customers and our vendors cannot restock, then we may disappoint customers who may then turn to our competitors. We require many of our
vendors to meet minimum restocking requirements, but if our vendors cannot meet these requirements and we cannot find alternate vendors, we could be forced to carry more inventory than we have in the past or we could have a loss in sales. Our risk of inventory write-downs would increase if we were to hold large inventories of merchandise that prove to be unpopular.
We rely on third parties for some essential business operations and services, and disruptions or failures in service or changes in terms may adversely affect our ability to deliver goods and services to our customers.
We currently depend on third parties for important aspects of our business, such as printing, shipping, paper supplies, operation of our e-commerce webpages, and in fiscal 2012 the outsourcing of our call center function. We have limited control over these third parties, and we are not their only client. In addition, we may not be able to maintain satisfactory relationships with any of these third parties on acceptable commercial terms. Further, we cannot be certain that the quality or cost of products and services that they provide will remain at current levels or the levels needed to enable us to conduct our business efficiently and effectively.
Postal rate and other shipping rate increases, as well as increases in paper and printing costs, affect the cost of our order fulfillment and catalog mailings. We rely heavily on quantity discounts in these areas. No assurances can be given that we will continue to receive these discounts and that we will not be subject to additional increases in costs in excess of those already announced. Any increases in these costs will have a negative impact on earnings to the extent we are unable or do not pass such increases on directly to customers or offset such increases by raising selling prices or by implementing more efficient printing, mailing and delivery alternatives.
We depend on our key personnel to operate our business, and we may not be able to hire enough additional management and other personnel to manage our growth.
Our performance is substantially dependent on the continued efforts of our executive officers and other key employees. The loss of the services of any of our executive officers or key employees could adversely affect our business. Additionally, we must continue to attract, retain and motivate talented management and other highly skilled employees to be successful. We must also hire and train store managers to support our retail expansion. We may be unable to retain our key employees or attract, assimilate and retain other highly qualified employees in the future.
We may be required to collect sales tax on our direct marketing operations.
At present, with respect to sales generated in the direct marketing segment by our Alloy brand, sales tax or other similar taxes on direct shipments of goods to consumers is collected primarily in states where Alloy has a physical presence or personal property. With respect to the dELiA*s direct sales, sales or other similar taxes are collected primarily in states where we have dELiA*s retail stores, another physical presence or personal property. However, various states or foreign countries may seek to impose sales tax collection obligations on out-of-state direct mail companies.
A successful assertion by one or more states that we or one or more of our subsidiaries should have collected or should be collecting sales taxes on the direct sale of our merchandise could have a material adverse effect on our business.
We could face liability from, or our ability to conduct business could be adversely affected by, government and private actions concerning personally identifiable data, including privacy.
Our direct marketing business is subject to federal and state regulations regarding the collection, maintenance and disclosure of personally identifiable information we collect and maintain in our databases. If we do not comply, we could become subject to liability. While these provisions do not currently unduly restrict our ability to operate our business, if those regulations become more restrictive, they could adversely affect our
business. In addition, laws or regulations that could impair our ability to collect and use user names and other information on the e-commerce webpages may adversely affect our business. For example, COPPA currently limits our ability to collect personal information from website visitors who may be under age 13. Further, claims could also be based on other misuse of personal information, such as for unauthorized marketing purposes. If we violate any of these laws, we could face civil penalties. In addition, the attorneys general of various states review company websites and their privacy policies from time to time. In particular, an attorney general may examine such privacy policies to assure that the policies overtly and explicitly inform users of the manner in which the information they provide will be used and disclosed by the Company. If one or more attorneys general were to determine that our privacy policies fail to conform with state law, we also could face fines or civil penalties, any of which could adversely affect our business.
We could face liability for information displayed in our catalogs or displayed on or accessible via e-commerce webpages and our other websites.
We may be subjected to claims for defamation, negligence, copyright or trademark infringement or based on other theories relating to the information we publish in any of our catalogs, on our e-commerce webpages and on any of our other websites. These types of claims have been brought, sometimes successfully, against similar companies in the past. Based upon links we provide to third-party websites, we could also be subjected to claims based upon online content we do not control that is accessible from our e-commerce webpages.
We may be liable for misappropriation of our customers personal information.
If third parties or unauthorized employees of ours are able to penetrate our network security or otherwise misappropriate our customers personal information or credit card information, or if we give third parties or our employees improper access to our customers personal information or credit card information, we could be subject to liability. This liability could include claims for unauthorized purchases with credit card information, impersonation or other similar fraud claims. This liability could also include claims for other misuse of personal information, including unauthorized marketing purposes. Liability for misappropriation of this information could decrease our profitability.
In addition, the Federal Trade Commission and state agencies have been investigating various internet companies regarding their use of personal information. We could incur additional expenses if new regulations regarding the use of personal information are introduced or if government agencies investigate our privacy practices.
We rely on encryption and authentication technology licensed from third parties to provide the security and authentication necessary to effect secure transmission of confidential information such as customer credit card numbers. Advances in computer capabilities, new discoveries in the field of cryptology or other events or developments may result in a compromise or breach of the algorithms that we use to protect customer transaction data. If any such compromise of our security were to occur, it could subject us to liability, damage our reputation and diminish the value of our brands. A party who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations. We may be required to expend significant capital and other resources to protect against such security breaches or to alleviate problems caused by such breaches. Our security measures are designed to prevent security breaches, but our failure to prevent such security breaches could subject us to liability, damage our reputation and diminish the value of our brands and cause our sales to decline.
Our ability to meet our cash requirements depends on many factors.
We currently anticipate that operating revenue, cash on hand, and availability under our existing Credit Agreement will be sufficient to cover our operating expenses, including cash requirements in connection with our operations and our projected capital expeditures, through at least the end of our current fiscal year. However, if
we do not meet our targets for revenue growth, gross margins, or expenses, or if the costs associated with any retail store expansion plans are not as anticipated, our current sources of funds may be insufficient to meet our cash requirements. We may fail to meet our targets for revenue growth for a variety of reasons, including:
Additionally, if demand for our products decreases or our retail store plans do not produce the desired sales increases, such developments could reduce our operating revenues. If such funds, together with cash on hand and availability under our Credit Agreement are insufficient to cover our expenses, we could be required to adopt one or more alternatives listed below. For example, we could be required to:
If we are required to take any of the actions in the first three items immediately above, it could have a material adverse effect on our business, financial condition and results of operations, including our ability to grow our business. In addition, we cannot assure you that we would be able to take any of these actions because of (i) a variety of commercial or market factors, or (ii) market conditions being unfavorable for an equity or debt offering. In addition, such actions, if taken, may not enable us to satisfy our cash requirements if the actions do not generate a sufficient amount of additional capital.
Many of our vendors utilize factors and therefore require letters of credit.
All or a portion of the credit extended by factors to our vendors often is collateralized by standby letters of credit, which we are required to provide and which we currently obtain under our Credit Agreement with GE Capital. Any increases in the amount of such letters of credit required by such factors reduces the amount of availability we have under our Credit Agreement with GE Capital. Any increase in our vendors use of factors or decrease in the amount of credit extended by these factors could require us to provide additional standby letters of credit, thereby reducing further the amount of availability. Any such decreases could adversely affect our ability to operate our business, including requiring us to reduce other discretionary spending, such as on advertising. Any such event could result in reduced sales.
Our inability or failure to protect our intellectual property or our infringement of others intellectual property could have a negative impact on our operating results.
Our trademarks are valuable assets that are critical to our success. The unauthorized use or other misappropriation of our trademarks, or the inability for us to continue to use any current trademarks, could diminish the value of our brands and have a negative impact on our business. We are also subject to the risk that we may infringe on the intellectual property rights of third parties. Any infringement or other intellectual property claim made against us, whether or not it has merit, could be time-consuming, result in costly litigation, cause product delays or require us to pay royalties or license fees. As a result, any such claim could have a material adverse effect on our operating results.
In addition, with respect to certain Alloy trademarks and servicemarks, we and Alloy, Inc. have become joint owners by assignment of such trademarks and servicemarks. We and Alloy, Inc. have filed instruments with the PTO to request that the PTO divide these jointly owned trademarks and servicemarks between us such that we each would own the registrations for those trademarks and servicemarks for the registration classes covering the goods and services applicable to our respective businesses and the PTO has honored such request.
The impact of potential consolidation of commercial and retail landlords.
Continued consolidation in the commercial retail real estate market could affect our ability to successfully negotiate favorable rental terms for our stores in the future. Should significant consolidation continue, a large proportion of our store base could be concentrated with one or a few entities that could then be in a position to dictate unfavorable terms to us due to their significant negotiating leverage. If we are unable to negotiate favorable rental terms with these entities, this could affect our ability to profitably operate our stores, which could adversely impact our business, financial condition and results of operations.
We may have potential business conflicts with Alloy, Inc. with respect to our past and ongoing relationships.
On December 19, 2005, Alloy, Inc. completed the Spinoff of all of the outstanding common stock of dELiA*s, Inc. to its shareholders. In connection with the Spinoff, Alloy, Inc. contributed and transferred to us substantially all of its assets and liabilities related to its direct marketing and retail store segments. By virtue of the completion of the Spinoff, Alloy, Inc. no longer owns any of our outstanding shares of common stock.
We entered into various agreements with Alloy, Inc. prior to or in connection with the Spinoff. These agreements govern various interim and ongoing relationships between Alloy, Inc. and us following the Spinoff. Certain of these agreements expired by their terms on December 19, 2010. We subsequently entered into amended and restated agreements effective December 20, 2010 which expire on December 20, 2015.
Potential business conflicts may arise between Alloy, Inc. and us in a number of areas relating to our past and ongoing relationships, including:
We may not be able to resolve any potential conflicts. Even if we do so, however, because Alloy, Inc. will be performing a number of services and functions for us, they will have leverage with negotiations over their performance that may result in a resolution of such conflicts that may be less favorable to us than if we were dealing with another third party.
Risks Related to our Common Stock
The price of our common stock may be volatile and you may lose all or a part of your investment.
The price of our common stock may fluctuate widely, depending upon a number of factors, many of which are beyond our control. For instance, it is possible that our future results of operations may be below the expectations of investors and, to the extent our company is followed by securities analysts, the expectations of these analysts. If this occurs, our stock price may decline. Other factors that could affect our stock price include the following:
In addition, the stock markets can experience significant price and trading volume fluctuations. These broad market fluctuations may adversely affect the trading price of our common stock. In the past, following periods of volatility in the market price of a public companys securities, securities class action litigation has often been instituted against that company. Such litigation could result in substantial costs to us and a likely diversion of our managements attention.
Provisions of Delaware law and of our charter and by-laws and stockholder rights plan may make a takeover more difficult.
Provisions in our amended and restated certificate of incorporation and by-laws and in the Delaware corporation law may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that our management and board of directors oppose. Public stockholders that might wish to participate in one of these transactions may not have an opportunity to do so. For example, our amended and restated certificate of incorporation and by-laws contain provisions:
In addition, we have adopted a stockholder rights plan that may prevent a change in control or sale of us in a manner or on terms not approved by our board of directors. These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or to change our management and board of directors.
We have a significant number of options outstanding which, if exercised, would dilute the equity interests of our existing stockholders and adversely affect earnings per share.
As of January 28, 2012, we had outstanding options, of which 2,146,976 were vested, to purchase 3,096,288 shares of common stock at a weighted average exercise price of $4.71 per share. From time to time, we may issue additional options to employees, non-employee directors and consultants pursuant to our equity incentive plans. Our stockholders will experience dilution as these stock options are exercised.
We do not intend to pay dividends on our common stock.
We have never declared or paid any cash dividend on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial conditions, contractual restrictions imposed by applicable law and other factors our board deems relevant. Accordingly, investors must be prepared to rely on sales of their common stock after price appreciation to earn an investment return, which may never occur. If our common stock does not appreciate in value, or if our common stock loses value, our stockholders may lose some or all of their investment in our shares.
The following table sets forth information as of January 28, 2012 regarding the principal facilities that we currently use in our business operations. Except for the property in Hanover, PA, which we own, all such facilities are leased. We believe our facilities are well maintained, in good operating condition and otherwise adequate for our business operations.
The following table sets forth information regarding the states in which we operate retail stores as of January 28, 2012, and the number of stores in each state.
The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Although the amount of any liability that could arise with respect to these actions cannot be determined with certainty, in the Companys opinion, any such liability will not have a material adverse effect on its consolidated financial position, consolidated results of operations or liquidity.
Executive Officers of the Registrant
Walter Killough, age 57, has served as our Chief Executive Officer since May 2010, and had served as Chief Operating Officer and a director since December 2005. Mr. Killough joined Alloy, Inc. in March 2003 as a consultant, and served as the Chief Operating Officer of its Retail and Direct Consumer Division from October 2003 until December 2005. Prior to joining Alloy, Inc., Mr. Killough was at J.Crew for 14 years. He was appointed its Chief Operating Officer in 2001, and prior to that served as an executive vice president. As its Chief Operating Officer, he was responsible for all sourcing, catalog circulation and production, warehouse and distribution, retail and direct planning and logistics.
Dyan Jozwick, age 54, has served as President, dELiA*s Brand since June 2011. Prior to that, Ms. Jozwick served as General Merchandise Manager of the ladies and junior apparel divisions of Sears stores for Sears Holdings Inc. from July 2009 to November 2010. From May 2006 to June 2008, she served as Chief Merchandising Officer for Wet Seal, a teen fashion retailer. From January 2000 to April 2006, she served as Senior Vice President/General Merchandise Manager of juniors, tween and childrens for Robinsons-May, a division of May Department Stores.
David J. Dick, age 45, has served as our Chief Financial Officer and Treasurer since February 2, 2009 and had served as the Companys Vice President, Controller and Chief Accounting Officer since April 2008. Prior to that, Mr. Dick served as Chief Financial Officer of Charlie Browns Acquisition Corp., a multi-concept casual dining restaurant operator, from 2006 to 2007, and from 1993 to 2006, he worked for Linens n Things, Inc., a specialty retailer of home furnishings, where he held a number of positions including Vice President, Controller and Treasurer. From 1987 to 1992, Mr. Dick worked for Ernst & Young LLP. He is a certified public accountant.
Marc G. Schuback, age 50, has served as our Vice President, General Counsel and Secretary since August 2007. Prior to that, Mr. Schuback served as Vice President, Assistant General Counsel and Assistant Corporate Secretary of Footstar, Inc., a nationwide footwear retailer, from July 1996 to August 2007.
Our Common Stock has traded on the NASDAQ Global Market under the symbol DLIA since December 20, 2005. The table below sets forth the high and low sale prices for our Common Stock during the periods indicated as reported by the NASDAQ Global Market.
As of April 9, 2012 there were approximately 179 holders of record of the 31,726,645 outstanding shares of our Common Stock.
We have never declared or paid cash dividends on our Common Stock. We intend to retain any future earnings to finance the growth and development of our business. We do not anticipate paying cash dividends in the foreseeable future.
Unregistered Sales of Securities
There were no unregistered sales of our securities during fiscal 2011.
Issuer Purchases of Equity Securities
During fiscal 2011, the Company did not purchase any shares of its Common Stock.
SELECTED FINANCIAL DATA
The selected statements of operations data for fiscal 2011, fiscal 2010, and fiscal 2009 have been derived from the audited financial statements included elsewhere in this report which have been audited by BDO USA, LLP, independent registered public accountants. Selected balance sheet data as of fiscal 2011 and 2010 has been derived from the audited financial statements included herein. Selected balance sheet data as of January 30, 2010, January 31, 2009 (fiscal 2008) and February 2, 2008 (fiscal 2007) and the selected statements of operations data for fiscal years 2008 and 2007 have been derived from financial statements audited and not included herein. Our historical results are not necessarily indicative of results to be expected for any future period. The data presented below has been derived from financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America and should be read with our financial statements, including the related notes, and with Managements Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this report. The amounts specified below are for continuing operations only. Our former CCS business is treated as discontinued operations.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with Selected Financial Data and our financial statements and related notes appearing elsewhere in this annual report. Descriptions of all documents included as exhibits hereto are qualified in their entirety by reference to the full text of such documents so referenced.
The results for all periods presented reflect the Companys former CCS business as a discontinued operation. The Company completed its sale of the CCS business on November 5, 2008. All financial results in this discussion are for continuing operations only unless otherwise stated.
Executive Summary and Overview
dELiA*s, Inc. is a multi-channel retailer of apparel and accessories, comprised of two lifestyle brandsdELiA*s and Alloy. Our merchandise assortment (which includes many name brand products along with our own proprietary brand products), our catalogs, our e-commerce webpages, and our mall-based dELiA*s retail stores are designed to appeal directly to consumers. We reach our customers through our direct marketing segment, which consists of our catalog and e-commerce businesses, and our dELiA*s retail stores.
Our strategy is to improve upon our strong competitive position as a direct marketing company; to increase productivity in our dELiA*s retail stores; and to carry out such strategy while controlling costs. In addition, our strategy includes strengthening the dELiA*s brand through alignment across all channels of our business while continuing extended offerings online and in our catalogs.
We expect that improved productivity in each segment of our business will be the key element of our overall growth strategy. Our focus is to improve productivity in our current retail store base, to invest in web-based marketing programs to drive additional traffic to our websites and improve the productivity of catalogs distributed. As productivity improves and market conditions allow, we plan to continue to expand the dELiA*s retail store base over the long term. In addition, as store performance and market conditions allow, we may plan on accelerating our growth in gross square footage. Should we accelerate our growth, we may need additional equity or debt financing.
We believe that focusing on our brands and implementing the following initiatives should lead to profitable growth and improved results from operations:
Key Performance Indicators
The following measurements are among the key business indicators that management reviews regularly to gauge the Companys results:
The discussion below includes references to comparable stores. We consider a store comparable after it has been open for fifteen full months without closure for more than seven consecutive days and whose square footage has not been expanded or reduced by more than 25% within the past year. If a store is closed during a fiscal quarter, it is removed from the computation of comparable store sales for that fiscal quarter.
Our fiscal year is on a 52-53 week basis and ends on the Saturday nearest to January 31. The fiscal years ended January 28, 2012, January 29, 2011, and January 30, 2010 were all 52-week fiscal years.
Consolidated Results of Operations
The following table sets forth our statements of operations data for the periods indicated, reflected as a percentage of revenues:
Fiscal 2011 Compared with Fiscal 2010 (52 weeks vs. 52 weeks)
Total revenues decreased 1.6% to $217.2 million in fiscal 2011 from $220.7 million in fiscal 2010. Revenue from the retail segment comprised 56.7% of total revenue for fiscal 2011 as compared to 55.5% in fiscal 2010, and revenue from the direct segment comprised 43.3% of total revenue for fiscal 2011 as compared to 44.5% for fiscal 2010.
Direct Marketing Revenues
Direct marketing revenues decreased 4.4% to $93.9 million in fiscal 2011 from $98.3 million in fiscal 2010. In the direct segment, there were decreases in both the Alloy and dELiA*s brands. The decrease in revenue is attributable to a decrease in clearance and full price selling in both brands.
Retail Store Revenues
Retail store revenues increased 0.6% to $123.2 million in fiscal 2011 from $122.4 million in fiscal 2010. The increase in revenue was driven by the full year impact of the seven stores (net of relocations and remodels) opened in fiscal 2010, and a comparable store sales increase of 0.1%.
The following table sets forth select operating data in connection with the revenues of our Company:
Total Gross Profit
Gross profit for fiscal 2011 was $68.3 million or 31.5% of revenues, as compared to $73.5 million, or 33.3% of revenues in fiscal 2010. The decline in gross profit percentage was principally due to reduced merchandise margins related to markdowns and the deleveraging of occupancy costs on lower overall sales volume.
Direct Marketing Gross Profit
Direct marketing gross profit for fiscal 2011 was $41.2 million or 43.9% of revenues, as compared to $44.0 million, or 44.8% of revenues in fiscal 2010. The decrease in gross profit percentage was principally due to reduced merchandise margins and increased shipping costs.
Retail Store Gross Profit
Retail store gross profit for fiscal 2011 was $27.1 million or 22.0% of revenues, as compared to $29.4 million, or 24.0% of revenues in fiscal 2010. The decrease in gross profit percentage was primarily due to reduced merchandise margins related to markdowns.
Total Selling, General and Administrative
As a percentage of total revenues, our selling, general and administrative (SG&A) expenses decreased to 42.7% in fiscal 2011 from 43.4% in fiscal 2010. This decrease was primarily attributable to the leveraging of reduced overhead expenses. In total dollars, SG&A expenses decreased 3.1% to $92.7 million in fiscal 2011 from $95.7 million in fiscal 2010.
Direct Marketing Selling, General and Administrative.
As a percentage of revenues, SG&A expenses increased to 47.9% in fiscal 2011 from 47.4% in fiscal 2010. The increase in SG&A expenses as a percentage of revenues reflects the deleveraging of selling expenses on lower sales, partially offset by lower overhead and depreciation expenses. In dollars, direct marketing SG&A expenses decreased 3.3% to $45.0 million in fiscal 2011 from $46.6 million in fiscal 2010. The decrease reflects lower selling, overhead and depreciation expenses.
Retail Store Selling, General and Administrative.
As a percentage of revenues, SG&A expenses decreased to 38.7% in fiscal 2011 from 40.2% in fiscal 2010. In dollars, retail store SG&A expenses decreased 3.0% to $47.7 million in fiscal 2011 from $49.2 million in fiscal 2010. The decrease in SG&A expenses in dollars and as a percentage of revenues reflects lower selling and overhead costs.
Impairment of Long-Lived Assets and Goodwill
Impairment of long-lived assets and goodwill was $0.5 million in fiscal 2011 compared to $7.6 million in fiscal 2010. In fiscal 2011, we recognized an impairment of long-lived assets related to under-performing stores of $0.5 million, and in fiscal 2010, we recognized a goodwill impairment charge related to the direct marketing segment of $7.6 million.
Other Operating Income
Other operating income, which represents breakage income, was $2.0 million for fiscal 2011 compared to $0.5 million in fiscal 2010.
Loss from Operations
Total Loss from Operations.
Our total loss from operations before interest expense and income taxes was $22.9 million in fiscal 2011 as compared to a loss of $29.4 million in fiscal 2010.
Loss from Direct Marketing Operations.
Direct marketing loss from operations was $2.2 million in fiscal 2011 as compared to a loss of $9.9 million in fiscal 2010. The fiscal 2010 loss included the goodwill impairment charge of $7.6 million noted above.
Loss from Retail Store Operations.
Our loss from retail store operations was $20.8 million in fiscal 2011, as compared to $19.5 million in fiscal 2010. This increase was primarily attributable to lower merchandise margins, increased occupancy costs, and the impairment of long-lived assets related to under-performing stores noted above.
Interest Expense, net
We recognized net interest expense of $577,000 and $353,000 in fiscal 2011 and fiscal 2010, respectively. Interest expense was related to costs from our credit facilities with GE Capital and Wells Fargo. Interest income was earned from cash balances in money market accounts.
Income Tax Benefit
We recorded an income tax benefit of $0.8 million in fiscal 2011, compared with a benefit of $8.1 million in fiscal 2010. The fiscal 2011 benefit included adjustments related to the filing of our fiscal 2010 income tax return. The Company did not recognize any additional tax benefit in fiscal 2011 for federal taxes since the Company did not generate taxable income during the two-year carry-back period for the fiscal 2011 NOL. The effective tax rates for fiscal 2011 and 2010 were 4% and 27%, respectively.
Fiscal 2010 Compared with Fiscal 2009 (52 weeks vs. 52 weeks)
Total revenues decreased 1.4% to $220.7 million in fiscal 2010 from $223.9 million in fiscal 2009. Revenue from the retail segment comprised 55.5% of total revenue for fiscal 2010 as compared to 52.9% in fiscal 2009, and revenue from the direct segment comprised 44.5% of total revenue for fiscal 2010 as compared to 47.1% for fiscal 2009.
Direct Marketing Revenues
Direct marketing revenues decreased 6.8% to $98.3 million in fiscal 2010 from $105.4 million in fiscal 2009. In the direct segment, there were decreases in both the Alloy and dELiA*s brands. The decrease in revenue is attributable to a decrease in clearance and full price selling in both brands.
Retail Store Revenues
Retail store revenues increased 3.3% to $122.4 million in fiscal 2010 from $118.5 million in fiscal 2009. The increase in revenue was driven by the seven new stores (net of relocations and remodels) opened in fiscal 2010 and the full year impact of the twelve stores (net of relocations and remodels) opened in fiscal 2009. This was offset by a comparable store sales decrease of 4.1% for the year.
Total Gross Profit
Gross profit for fiscal 2010 was $73.5 million or 33.3% of revenues, as compared to $78.3 million, or 35.0% of revenues in fiscal 2009. The decline in gross profit percentage was principally due to deleveraging of increased occupancy costs on lower overall sales volume.
Direct Marketing Gross Profit
Direct marketing gross profit for fiscal 2010 was $44.0 million or 44.8% of revenues, as compared to $47.2 million, or 44.8% of revenues in fiscal 2009. The decrease in gross profit dollars was attributable to lower sales volume.
Retail Store Gross Profit
Retail store gross profit for fiscal 2010 was $29.4 million or 24.0% of revenues, as compared to $31.1 million, or 26.2% of revenues in fiscal 2009. The decrease in gross profit percentage was primarily due to the deleveraging of increased occupancy costs related to the additional store count and lower merchandise margins.
Total Selling, General and Administrative
As a percentage of total revenues, our selling, general and administrative (SG&A) expenses increased to 43.4% in fiscal 2010 from 42.4% in fiscal 2009. This increase was primarily attributable to the deleveraging of increased overhead and depreciation expenses. In total dollars, SG&A expenses increased 0.9% to $95.7 million in fiscal 2010 from $94.9 million in fiscal 2009.
Direct Marketing Selling, General and Administrative.
As a percentage of revenues, SG&A expenses increased to 47.4% in fiscal 2010 from 46.2% in fiscal 2009. In total, direct marketing SG&A expenses decreased in dollars to $46.6 million in fiscal 2010 from $48.6 million in fiscal 2009. The increase in SG&A expenses as a percentage of revenues reflects the deleveraging of overhead costs, partially offset by lower selling and depreciation expenses.
Retail Store Selling, General and Administrative.
As a percentage of revenues, SG&A expenses increased to 40.2% in fiscal 2010 from 39.1% in fiscal 2009. In dollars, retail store SG&A expenses increased 6.2% to $49.2 million in fiscal 2010 from $46.3 million in fiscal 2009. The increase in SG&A expenses in dollars was driven primarily by the additional store count. The increase in SG&A expenses as a percentage of revenues reflects the deleveraging of increased store selling, overhead and depreciation expenses.
Impairment of Goodwill and Long-Lived Assets
Impairment of goodwill and long-lived assets was $7.6 million in fiscal 2010 compared to $0.5 million in fiscal 2009. In fiscal 2010, we recognized a goodwill impairment charge related to the direct marketing segment of $7.6 million, and in fiscal 2009 recognized an impairment of long-lived assets related to an under-performing store of $0.5 million.
Other Operating Income
Other operating income, which represents breakage income, was $0.5 million for fiscal 2010 compared to $1.3 million in fiscal 2009. Fiscal 2009 was the initial year of recognizing breakage income.
Loss from Continuing Operations
Total Loss from Continuing Operations.
Our total loss from continuing operations before interest expense and income taxes was $29.4 million in fiscal 2010 as compared to a loss of $15.9 million in fiscal 2009.
Loss from Direct Marketing Operations.
Direct marketing loss from operations was $9.9 million in fiscal 2010 as compared to a loss of $0.9 million in fiscal 2009. The loss was attributable to the sales decrease, and a decrease in other operating income. The fiscal 2010 loss also included the goodwill impairment charge of $7.6 million.
Loss from Retail Store Operations.
Our loss from retail store operations was $19.5 million in fiscal 2010, as compared to $15.0 million in fiscal 2009. This increase was primarily attributable to lower merchandise margins, increased occupancy, store selling and overhead costs and a decrease in other operating income.
Interest Expense, net
We recognized net interest expense of $353,000 and $235,000 in fiscal 2010 and fiscal 2009, respectively. Interest expense was related to costs from our credit facilities with Wells Fargo, and for fiscal 2009, the mortgage note for our Hanover, Pennsylvania facility. Interest income was earned from cash balances in money market accounts.
Income Tax Benefit
We recorded an income tax benefit of $8.1 million in fiscal 2010, compared with a benefit of $5.7 million in fiscal 2009. This increase in tax benefit was primarily a result of the increased loss from continuing operations for fiscal 2010. The effective tax rates for fiscal 2010 and 2009 were 27% and 35%, respectively. The fiscal 2010 effective rate is lower primarily due to the goodwill impairment charge which is non-deductible for tax purposes.
Liquidity and Capital Resources
Our capital requirements include maintenance and remodeling expenditures for existing stores, information technology, distribution and other infrastructure related investments, and construction, fixture and inventory costs related to the opening of any new retail stores. Future capital requirements will depend on many factors, including, but not limited to, additional investments in infrastructure and technology, the pace of new store openings, the availability of suitable locations for new stores, the size of the specific stores we open and the nature of arrangements negotiated with landlords. In that regard, our net investment to open new stores is likely to vary significantly in the future.
On June 26, 2009, the Company entered into a letter of credit agreement (Letter of Credit Agreement) with Wells Fargo Retail Finance II, LLC (Wells Fargo). The Letter of Credit Agreement, which had a maturity date of June 26, 2011, provided for the issuance of letters of credit to finance the acquisition of inventory from suppliers, to provide standby letters of credit to factors, landlords and other parties for business purposes, and for other general corporate purposes. Aggregate letters of credit issued and to be issued under the Letter of Credit Agreement at any one time outstanding could not exceed the lesser of $15 million or an amount equal to a certain percentage of cash collateral held by Wells Fargo to secure repayment of the Companys and the Subsidiaries respective obligations to Wells Fargo under the Letter of Credit Agreement and related letter of credit documents. The Company had secured these obligations by the pledge to Wells Fargo of cash collateral in the amount of $15.8 million. None of the other assets or properties of the Company, or any of its subsidiaries or affiliates, had been pledged as collateral for these obligations.
On January 28, 2010, the Company entered into a First Amendment to Letter of Credit Agreement (the First Amendment) with Wells Fargo. Pursuant to the First Amendment, the Letter of Credit Agreement was amended at the Companys request to, among other things, reduce the maximum aggregate face amount of letters of credit that may be issued under the Letter of Credit Agreement, to the lesser of (a) $10,000,000 or (b) an amount equal to a specified percentage of cash collateral held by Wells Fargo. In addition, cash collateral was only required in an amount equal to 105% of the face amount of outstanding letters of credit issued under the Letter of Credit Agreement, as amended. At January 29, 2011, the cash collateral required to secure the Companys obligations under the Letter of Credit Agreement, as amended, was approximately $8.3 million. The cash collateral, which was shown as restricted cash on the accompanying condensed consolidated balance sheet, was included in current assets as of January 29, 2011 since the restriction related to the Letter of Credit Agreement was to expire within one year.
The Letter of Credit Agreement called for the payment by the Company of an unused line fee of 0.75% per annum on the average unused portion of the Letter of Credit Agreement, a letter of credit fee of 2.00% per annum on the average outstanding face amount of letters of credit issued under the Letter of Credit Agreement, as well as other customary fees and expenses generally charged by the letter of credit issuer. The Letter of Credit
Agreement did not contain any financial covenants with which the Company or any of its subsidiaries or affiliates had to comply during the term of the Letter of Credit Agreement. The Letter of Credit Agreement was terminated on May 26, 2011.
On May 26, 2011, the Company and certain of its wholly-owned subsidiaries entered into a new credit agreement (the Credit Agreement) with General Electric Capital Corporation (GE Capital), as a lender and as agent for the financial institutions from time to time party to the Credit Agreement (together with GE Capital in its capacity as a lender, the Lenders). The Credit Agreement provides for a total aggregate commitment of the Lenders of $25,000,000, including a $15,000,000 sublimit for the issuance of letters of credit and a swingline loan facility of $5,000,000. Under the Credit Agreement, the Company has the right to request, subject to the agreement of the Lenders, that the Lenders increase their revolving commitments up to an additional $25,000,000. The Credit Agreement has a term of five years and matures on May 26, 2016. The obligations of the borrowers under the Credit Agreement are secured by substantially all property and assets of the Company and certain of its subsidiaries.
As of January 28, 2012, there were approximately $11.8 million of outstanding letters of credit under the Credit Agreement, and unused availability of approximately $5.7 million.
The Credit Agreement calls for the payment by the Company of a fee of 0.375% per annum on the average unused portion of the Credit Agreement, a letter of credit fee calculated using a per annum rate equal to the Applicable Margin with respect to letters of credit (as defined in the Credit Agreement) multiplied by the average outstanding face amount of letters of credit issued under the Credit Agreement, as well as other customary fees and expenses. The Credit Agreement does not contain any financial covenants with which the Company or any of its subsidiaries or affiliates has to comply during the term of the Credit Agreement.
Interest accrues on the outstanding principal amount of the revolving credit loans at an annual rate equal to LIBOR (as defined in the Credit Agreement) or the Base Rate (as defined in the Credit Agreement), plus an applicable margin which is subject to periodic adjustment based on average excess availability under the Credit Agreement. Interest on each swingline loan is calculated using the Base Rate.
The Credit Agreement contains customary representations and warranties, as well as customary covenants that, among other things, restricts the ability of the Company and its subsidiaries to incur liens, consolidate or merge with other entities, incur certain additional indebtedness and guaranty obligations, pay dividends or make certain other restricted payments. The Credit Agreement also contains customary events of default, including payment defaults, breaches of representations and warranties and covenants, cross defaults to other material indebtedness, and bankruptcy and insolvency matters.
A significant portion of our vendor base is factored, which means our vendors have sold their accounts receivable to specialty lenders known as factors. Approximately 59% of our merchandise payments are made to factors. The credit extended by these factors is enhanced by standby letters of credit that we provide as collateral for our obligations to our vendors, which directly reduce the amount available to us under our Credit Agreement.
We were a party to a mortgage loan agreement related to the purchase of our distribution facility in Hanover, Pennsylvania. The loan bore interest at LIBOR plus 225 basis points and was subject to quarterly financial covenants. The mortgage loan was secured by the distribution facility and related property. The Company paid off the remaining balance of the mortgage, which was approximately $2.1 million, on September 30, 2009.
We expect our current cash balance, cash flow from operations and availability under our Credit Agreement will be sufficient to meet our cash requirements for operations and planned capital expenditures at least through the end of our current fiscal year. However, if cash balances, cash flow from operations and availability under our Credit Agreement are not sufficient to meet our capital requirements, then we may be required to obtain additional equity or debt financing in the future. Such equity or debt financing may not be available to us when
we need it or, if available, may not be on terms that will be satisfactory to us or may be dilutive to our stockholders. If financing is not available when required or is not available on acceptable terms, we may be unable to take advantage of business opportunities or respond to competitive pressures. Any of these events could have a material and adverse effect on our business, results of operations and financial condition.
Net cash provided by operating activities was $4.4 million for fiscal 2011 compared to net cash used in operating activities of $7.8 million in fiscal 2010 and $36.1 million in fiscal 2009. Cash provided by operating activities in fiscal 2011 was due to the receipt of an income tax refund, receipt of restricted cash which previously supported our outstanding letters of credit under the First Amendment and the timing of vendor payments, offset by the funding of the net operating loss.
Net cash used in investing activities was $4.0 million in fiscal 2011, $5.8 million in fiscal 2010, and $12.6 million in fiscal 2009. The $4.0 million used in fiscal 2011 was due primarily to capital expenditures associated with the construction of our new retail stores, store refurbishing projects and investments in technology. During fiscal 2012, we expect capital expenditures to be approximately $5.0 million.
Net cash provided by financing activities was $-0- in fiscal 2011 and $12,000 in 2010 compared to cash used of $2.2 million in fiscal 2009. Cash provided by financing activities in fiscal 2010 related to proceeds received from the exercise of employee stock options. Cash used in financing activities in fiscal 2009 related to payments on the mortgage note payable related to our Hanover PA distribution center.
The following table presents our significant contractual obligations as of January 28, 2012:
We have long-term noncancelable operating lease commitments for retail stores, office space, contact center facilities and equipment. We also have long-term noncancelable capital lease commitments for equipment.
Critical Accounting Estimates
Managements Discussion and Analysis of Financial Condition and Results of Operations discusses, among other things, our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.
Our significant accounting policies are more fully described in Note 2 to our consolidated financial statements. We believe, however, the following critical accounting policies, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
Direct marketing revenues are recognized at the time of shipment to customers. These revenues are net of any promotional price discounts and an allowance for sales returns. The allowance for sales returns is estimated based upon our direct marketing return policy, historical experience and evaluation of current sales and returns trends. Direct marketing revenues also include shipping and handling billed to customers.
Retail store revenues are recognized at the point of sale, net of any promotional price discounts and an allowance for sales returns. The allowance for sales returns is estimated based upon our retail return policy, historical experience and evaluation of current sales and returns trends.
The Companys policy with respect to gift certificates and gift cards is to record revenue as they are redeemed for merchandise. Prior to their redemption, these gift certificates and gift cards are recorded as a liability. The liability remains on the Companys books until the earlier of redemption (recognized as revenue) or when the Company determines the likelihood of redemption is remote (recognized as other operating income). The Company determines the probability of the gift card being redeemed to be remote based on historical redemption patterns. For those gift cards that we determine redemption to be remote, we reverse our liability, and record breakage income. The Company recorded $2.0 million, $0.5 million and $1.3 million of breakage income in fiscal 2011, fiscal 2010 and fiscal 2009 (the initial year of recognizing breakage income), respectively.
While the Company will continue to honor all gift certificates and gift cards presented for payment, management reviews unclaimed property laws to determine gift certificate and gift card balances required for escheatment to the appropriate government agency.
Catalog costs consist of catalog production and mailing costs. These costs are capitalized and expensed over the expected future revenue stream, which is customarily two to four months from the date the catalogs are mailed.
An estimate of the future sales dollars to be generated from each individual catalog mailing serves as the foundation for our catalog costs policy. The estimate of future sales is calculated for each mailing using historical trends for catalogs mailed in similar prior periods as well as the overall current sales trend for each individual direct marketing brand. This estimate is compared with the actual sales generated-to-date for the catalog mailing to determine the percentage of total catalog costs to be capitalized as prepaid expenses on our consolidated balance sheets. Deferred catalog costs as of January 28, 2012 and January 29, 2011 were approximately $2.1 million and $1.8 million, respectively.
Catalog costs expensed for fiscal 2011, 2010, and 2009 were approximately $21.2 million, $22.8 million, and $24.7 million, respectively, and are included within selling, general and administrative expenses in the accompanying consolidated statements of operations.
Inventories, which consist of finished goods, including certain expenses capitalized, are stated at the lower of cost (first-in, first-out method) or market value. Inventories may include items that have been written down to our best estimate of their net realizable value. Our decisions to write-down and establish valuation allowances against our merchandise inventories are based on our current rate of sale, the age of the inventory and other factors. Actual final sales prices to customers may be higher or lower than our estimated sales prices and could result in a fluctuation in gross profit in subsequent periods.
Goodwill and Other Indefinite-Lived Intangible Assets
The Company follows the provisions of ASC-350-10, Intangibles-Goodwill and Other, which requires testing for impairment on an annual basis or between annual tests if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying amount. The Company performs its annual impairment test as of the end of its fiscal year unless indicators arise during the year.
Determining the fair value of our direct marketing reporting unit under the first step of the goodwill impairment test and determining the fair value of individual assets and liabilities of that reporting unit (including unrecognized intangible assets) under the second step of the goodwill impairment test is judgmental in nature and often involves the use of significant estimates and assumptions. Similarly, estimates and assumptions are used in determining the fair value of our indefinite-lived intangible assets, primarily trademarks. These estimates and assumptions could have a significant impact on whether or not an impairment charge is recognized and also the magnitude of any such charge.
We perform valuation analyses and consider other market information that is publicly available. Estimates of fair value are primarily determined using discounted cash flows and market comparisons. These approaches use significant estimates and assumptions including projected future cash flows (including timing), discount rates reflecting the risk inherent in future cash flows, revenue growth rates, projected long-term growth rates, royalty rates, determination of appropriate market comparables and the determination of whether a premium or discount should be applied to comparables.
Considerable management judgment is necessary to estimate the fair value of our direct marketing reporting unit and indefinite-lived intangible assets which may be impacted by future actions taken by us or our competitors and the economic environment in which we operate. These estimates affect the balance of goodwill as well as intangible assets on our consolidated balance sheets and operating expenses on our consolidated statements of operations.
During the third quarter of fiscal 2010, management determined that an interim goodwill impairment test was appropriate based on the performance of the direct segment not meeting expectations, the current business climate, as well as other factors. Thus, the Company performed an interim goodwill impairment test using discounted cash flow projections and concluded that the carrying value of our direct marketing goodwill exceeded the implied fair value based on the estimated fair value of the direct marketing reporting unit. Accordingly, the Company recorded a pre-tax non-cash impairment charge of $7.6 million in the third quarter of fiscal 2010. The Company will continue to monitor the expected future cash flows of its reporting units for the purpose of assessing the carrying values of its goodwill and its other intangible assets. Any further decline in the estimated fair value could result in additional impairments. Results from the Companys annual goodwill impairment test performed as of January 28, 2012 concluded that its remaining goodwill and indefinite-lived intangible assets were not impaired.
Impairment of Long-Lived Assets
In accordance with ASC 360, Property, Plant, and Equipment, the Companys management evaluates the value of leasehold improvements and store fixtures associated with retail stores, which have been open for a period of time sufficient to reach maturity. The Company evaluates long-lived assets for impairment at the individual store level, which is the lowest level at which individual cash flows can be identified. Impairment losses are recorded on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of the assets. When events such as these occur, the impaired assets are adjusted to their estimated fair value and an impairment loss is recorded separately as a component of operating income under impairment of long-lived assets.
We measure fair value by discounting estimated future cash flows using an appropriate discount rate. Considerable judgment by us is necessary to estimate the fair value of the assets and accordingly, actual results
could vary significantly from such estimates. Our most significant estimates and judgments relating to the long-lived asset impairments include the timing and amount of projected future cash flows and the discount rate selected to measure the risks inherent in future cash flows.
We recorded impairment charges of approximately $495,000 and $454,000 for fiscal 2011 and fiscal 2009, respectively, related to under-performing stores. There were no impairment charges recorded for fiscal 2010.
Income taxes are calculated in accordance with ASC 740-10, Income Taxes, which require the use of the asset and liability method. Deferred tax assets and liabilities are recognized based on the difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using current enacted tax rates in effect in the years in which those temporary differences are expected to reverse. Inherent in the measurement of deferred balances are certain judgments and interpretations of enacted tax law and published guidance with respect to applicability to the Companys operations. The effective tax rate utilized by the Company reflects managements judgment of the expected tax liabilities within the various taxing jurisdictions.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, net operating loss carryback potential, and tax planning strategies in making these assessments.
The Company adopted amendments to ASC 740-10 which clarified the accounting for uncertainty in income taxes recognized in the financial statements. These amendments prescribe a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by the taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate audit settlement.
The Company recognizes interest accrued for increases in the net liability for unrecognized income tax benefits in interest expense and any related penalties in income tax expense.
The Companys U.S. subsidiaries join in the filing of a U.S. federal consolidated income tax return. The U.S. federal statute of limitations remains open for the fiscal years 2008, 2009 and 2010. State income tax returns are generally subject to examination for a period of 3 to 5 years after filing of the respective returns. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states.
Recently Adopted Standard
In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-06, Fair Value Measurements and Disclosures (ASU 2010-06). ASU 2010-06 amends ASC 820-10, Fair Value Measurements and Disclosures (ASC 820), and requires new disclosures surrounding certain fair value measurements. ASU 2010-06 is effective for the first interim or annual reporting period beginning on or after December 15, 2009, except for certain disclosures about purchases, sales, issuances, and settlements in the rollforward of activity in Level 3 fair value measurements, which are effective for the first interim and annual reporting periods beginning on or after December 15, 2010. During fiscal 2010, the Company adopted the disclosure requirements effective for the first interim or annual reporting period beginning on or after December 15, 2009. The Company adopted the remaining disclosure requirements in the first quarter of fiscal 2011. The adoption of the remaining disclosure requirements of ASU 2010-06 did not have a material impact on our consolidated financial statements.
Recently Issued Standard
In May 2011, ASC 820-10 was further amended to clarify certain disclosure requirements and improve consistency with international reporting standards. This standard will be effective for interim and annual periods beginning after December 15, 2011. The Company does not expect its adoption to have a material effect on its consolidated financial statements.
In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment (ASU 2011-08). ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. ASU 2011-08 applies to all companies that have goodwill reported in their financial statements. The provisions of ASU 2011-08 are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company does not expect the adoption will have a material impact on its consolidated financial statements.
Off-Balance Sheet Arrangements
We enter into letters of credit issued under the Credit Agreement to facilitate the purchase of merchandise.
dELiA*s Brand, LLC, one of our subsidiaries, entered into a license agreement in 2003 with JLP Daisy that grants JLP Daisy exclusive rights (except for our rights) to use the dELiA*s trademarks to advertise, promote and market the licensed products, and to sublicense to permitted sublicensees the right to use the trademarks in connection with the manufacture, sale and distribution of the licensed products to approved wholesale customers. See Note 14 to the consolidated financial statements for further discussion of this license agreement.
We do not maintain any other off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
We have no significant financial guarantees.
In general, our costs, some of which include postage, paper, cotton, freight and energy costs, are affected by inflation and we may experience the effects of inflation in future periods. We believe, however, that such effects have not been material to us during the past.
We have significant amounts of cash and cash equivalents invested in deposit accounts at FDIC-insured banks. All of our deposit account balances are currently FDIC-insured and will remain so through December 31, 2012 as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act. As of January 28, 2012, we did not hold any marketable securities and do not own any derivative financial instruments in our portfolio, thus we do not believe there is any material market risk exposure with respect to these items.
The consolidated financial statements, financial statement schedule and notes to the consolidated financial statements of dELiA*s, Inc. and subsidiaries are annexed to and made part of this Annual Report on Form 10-K as pages F-1 through F-29. An index of such materials appears on page F-1.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of January 28, 2012. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, January 28, 2012, our disclosure controls and procedures were effective to ensure both that (i) information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Exchange Act, and (ii) information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.
Managements Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Securities Exchange Act Rule 13a-15(f). Our system of internal control is evaluated on a cost benefit basis and is designed to provide reasonable, not absolute, assurance that reported financial information is materially accurate.
Under the supervision and with the participation of our management, including our principal executive officers, we conducted an evaluation of the design and effectiveness of our internal control over financial reporting based on the criteria set forth in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under the framework in Internal ControlIntegrated Framework, our management concluded that our internal control over financial reporting was effective as of January 28, 2012.
Limitations of the Effectiveness of Internal Control
A control system, no matter how well conceived and operated, can only provide reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, have been detected.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended January 28, 2012 identified in connection with the evaluation thereof by our management, including the Chief Executive Officer and Chief Financial Officer, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Except for information with respect to our executive officers set forth in Part I of this Form 10-K under the caption Executive Officers of the Registrant, the response to this item is incorporated by reference from the discussion responsive thereto under the captions CORPORATE GOVERNANCE AND INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERSThe Board of Directors,Corporate Governance and Nominating Committee, Codes of Business Conduct and Ethics and Information About Directors and Executive Officers, and OTHER MATTERSin our definitive Proxy Statement for our 2012 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the close of our fiscal year ended January 28, 2012.
The response to this item is incorporated by reference from the discussion responsive thereto under the caption EXECUTIVE COMPENSATION in our definitive proxy statement for our 2012 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the end of our fiscal year ended January 28, 2012, except that the section in the definitive proxy statement entitled EXECUTIVE COMPENSATIONCompensation Committee Report shall not be deemed incorporated herein by reference.
The response to this item is incorporated by reference from the discussion responsive thereto under the caption INFORMATION ABOUT DELIA*S SECURITY OWNERSHIP and EXECUTIVE COMPENSATIONEquity Compensation Plan Information in our definitive proxy statement for our 2012 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the end of our fiscal year ended January 28, 2012.
The response to this item is incorporated by reference from the discussion responsive thereto under the caption CORPORATE GOVERNANCE AND INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERSThe Board of Directors and CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS in our definitive proxy statement for our 2012 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the end of our fiscal year ended January 28, 2012.
The response to this item is incorporated by reference from the discussion responsive thereto under the captions Audit Fees, Policy of Audit Committee on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors and Percentage of Audit Services Pre-Approved in our definitive proxy statement for our 2012 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the end of our fiscal year ended January 28, 2012.
FINANCIAL STATEMENTS, SCHEDULE AND EXHIBITS
The financial statements required by this item are set forth on pages F-1 through F-28 of this Annual Report on Form 10-K, and are incorporated by reference herein.
The schedule required by this item is set forth on page F-29 of this Annual Report on Form 10-K, and is incorporated by reference herein.
The exhibit list required by this item is set forth under the caption Exhibit Index in this Annual Report on Form 10-K, and is incorporated by reference herein.
To the Stockholders and Board of Directors of
New York, New York
We have audited the accompanying consolidated balance sheets of dELiA*s, Inc. (the Company) as of January 28, 2012 and January 29, 2011 and the related consolidated statements of operations, changes in stockholders equity, and cash flows for each of the three years in the period ended January 28, 2012. In connection with our audits of the financial statements, we have also audited the financial statement schedule listed in the accompanying index. These financial statements and schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and schedule. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of dELiA*s, Inc. at January 28, 2012 and January 29, 2011, and the results of its operations and its cash flows for each of the three years in the period ended January 28, 2012, in conformity with accounting principles generally accepted in the United States of America.
Also, in our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/BDO USA, LLP
New York, NY
April 12, 2012
CONSOLIDATED BALANCE SHEETS
(in thousands, except par value and share data)
See accompanying notes to consolidated financial statements
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
See accompanying notes to consolidated financial statements
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(in thousands, except share data)
See accompanying notes to consolidated financial statements
CONSOLIDATED STATEMENTS OF CASH FLOWS
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