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8-K - FORM 8-K - dELiAs, Inc. | d572257d8k.htm |
EXHIBIT 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR EACH OF THE THREE FISCAL YEARS ENDED FEBRUARY 2, 2013
As previously reported, on June 4, 2013, dELiA*s, Inc., a Delaware corporation (the Company), entered into, and closed the transactions contemplated by, an Asset Purchase Agreement (the Asset Purchase Agreement) with Alloy Merchandise, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (Seller), HRSH Acquisitions LLC, a New York limited liability company (Buyer), and Steven Russo and Hagai Laniado. Subject to the terms and conditions of the Asset Purchase Agreement, Seller sold to Buyer certain assets related to Sellers Alloy business (the Business) and Buyer assumed certain liabilities related to the Business.
The following unaudited pro forma condensed consolidated statements of operations of the Company for the three fiscal years ended February 2, 2013 have been presented as if the Company had sold the Business as of January 31, 2010. The Historical column represents the condensed consolidated statements of operations reported in the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission (the SEC) on April 23, 2013.
In the opinion of management, the Companys accompanying pro forma condensed consolidated statements of operations include all material adjustments necessary to reflect, on a pro forma basis, the effect of the sale of the Business. The adjustments are described in the note to the unaudited pro forma condensed consolidated statements of operations and are set forth in the Pro Forma adjustments column. The unaudited pro forma condensed consolidated statements of operations should be read together with the consolidated financial statements filed by the Company in its Annual Report on Form 10-K for the three fiscal years ended February 2, 2013.
The Companys unaudited pro forma condensed consolidated statements of operations has been presented for informational purposes only and should not be relied upon to represent what our results of operations would actually have been if the Business had been reflected as discontinued operations for all periods presented, nor do they purport to project our results of operations for any future period.
dELiA*s, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Fiscal Year Ended February 2, 2013
(in thousands, except share and per share data)
Pro Forma | ||||||||||||
Discontinued | Continuing | |||||||||||
Historical | Operations | Operations | ||||||||||
Net revenues |
$ | 222,699 | $ | 41,549 | $ | 181,150 | ||||||
Cost of goods sold |
149,546 | 25,107 | 124,439 | |||||||||
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Gross profit |
73,153 | 16,442 | 56,711 | |||||||||
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Operating expenses: |
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Selling, general and administrative expenses |
93,433 | 15,915 | 77,518 | |||||||||
Impairment of goodwill |
4,462 | | 4,462 | |||||||||
Impairment of long-lived assets |
181 | | 181 | |||||||||
Other operating income |
(4,169 | ) | (1,588 | ) | (2,581 | ) | ||||||
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Total operating expenses |
93,907 | 14,327 | 79,580 | |||||||||
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Operating (loss) income |
(20,754 | ) | 2,115 | (22,869 | ) | |||||||
Interest expense, net |
726 | | 726 | |||||||||
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(Loss) income from continuing operations before taxes |
(21,480 | ) | 2,115 | (23,595 | ) | |||||||
Provision (benefit) for income taxes |
74 | 755 | (1) | (681 | ) | |||||||
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(Loss) income from continuing operations |
$ | (21,554 | ) | $ | 1,360 | $ | (22,914 | ) | ||||
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Loss per share from continuing operations: |
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Basic and diluted |
$ | (0.69 | ) | $ | (0.73 | ) | ||||||
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Weighted average basic and diluted common shares outstanding |
31,350,931 | 31,350,931 | ||||||||||
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See accompanying notes to these pro forma condensed consolidated financial statements.
dELiA*s, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Fiscal Year Ended January 28, 2012
(in thousands, except share and per share data)
Pro Forma | ||||||||||||
Discontinued | Continuing | |||||||||||
Historical | Operations | Operations | ||||||||||
Net revenues |
$ | 217,152 | $ | 44,845 | $ | 172,307 | ||||||
Cost of goods sold |
148,816 | 25,101 | 123,715 | |||||||||
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Gross profit |
68,336 | 19,744 | 48,592 | |||||||||
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Operating expenses: |
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Selling, general and administrative expenses |
92,740 | 16,223 | 76,517 | |||||||||
Impairment of long-lived assets |
495 | | 495 | |||||||||
Other operating income |
(1,957 | ) | (757 | ) | (1,200 | ) | ||||||
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Total operating expenses |
91,278 | 15,466 | 75,812 | |||||||||
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Operating (loss) income |
(22,942 | ) | 4,278 | (27,220 | ) | |||||||
Interest expense, net |
577 | | 577 | |||||||||
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(Loss) income from continuing operations before taxes |
(23,519 | ) | 4,278 | (27,797 | ) | |||||||
(Benefit) provision for income taxes |
(849 | ) | 1,488 | (1) | (2,337 | ) | ||||||
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(Loss) income from continuing operations |
$ | (22,670 | ) | $ | 2,790 | $ | (25,460 | ) | ||||
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Loss per share from continuing operations: |
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Basic and diluted |
$ | (0.73 | ) | $ | (0.82 | ) | ||||||
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Weighted average basic and diluted common shares outstanding |
31,217,185 | 31,217,185 | ||||||||||
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See accompanying notes to these pro forma condensed consolidated financial statements.
dELiA*s, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Fiscal Year Ended January 29, 2011
(in thousands, except share and per share data)
Pro Forma | ||||||||||||
Discontinued | Continuing | |||||||||||
Historical | Operations | Operations | ||||||||||
Net revenues |
$ | 220,697 | $ | 48,269 | $ | 172,428 | ||||||
Cost of goods sold |
147,242 | 26,685 | 120,557 | |||||||||
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Gross profit |
73,455 | 21,584 | 51,871 | |||||||||
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Operating expenses: |
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Selling, general and administrative expenses |
95,746 | 16,784 | 78,962 | |||||||||
Impairment of goodwill |
7,611 | | 7,611 | |||||||||
Other operating income |
(475 | ) | (59 | ) | (416 | ) | ||||||
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Total operating expenses |
102,882 | 16,725 | 86,157 | |||||||||
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Operating (loss) income |
(29,427 | ) | 4,859 | (34,286 | ) | |||||||
Interest expense, net |
353 | | 353 | |||||||||
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(Loss) income from continuing operations before taxes |
(29,780 | ) | 4,859 | (34,639 | ) | |||||||
(Benefit) provision for income taxes |
(8,137 | ) | 1,725 | (1) | (9,862 | ) | ||||||
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(Loss) income from continuing operations |
$ | (21,643 | ) | $ | 3,134 | $ | (24,777 | ) | ||||
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Loss per share from continuing operations: |
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Basic and diluted |
$ | (0.70 | ) | $ | (0.80 | ) | ||||||
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Weighted average basic and diluted common shares outstanding |
31,111,878 | 31,111,878 | ||||||||||
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See accompanying notes to these pro forma condensed consolidated financial statements.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
BASIS OF PRESENTATION
As previously reported, on June 4, 2013, dELiA*s, Inc., a Delaware corporation (the Company), entered into, and closed the transactions contemplated by, an Asset Purchase Agreement (the Asset Purchase Agreement) with Alloy Merchandise, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (Seller), HRSH Acquisitions LLC, a New York limited liability company (Buyer), and Steven Russo and Hagai Laniado. Subject to the terms and conditions of the Asset Purchase Agreement, Seller sold to Buyer certain assets related to Sellers Alloy business (the Business) and Buyer assumed certain liabilities related to the Business.
PRO FORMA ADJUSTMENTS
The historical condensed consolidated statements of operations for each of the three fiscal years ended February 2, 2013 have been adjusted to reflect the sale of the Business, and to reverse the Companys allocation of shared services to the Business and to charge administrative and distribution expenses that were attributable to the Business.
The pro forma adjustments include the following:
(1) | To record the related tax effect of the Business as sold. |