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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Perfumania Holdings, | NASDAQ:PERF | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.86 | 1.85 | 1.99 | 0 | 01:00:00 |
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Florida
|
|
65-0977964
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
35 Sawgrass Drive, Suite 2
Bellport, NY
|
|
11713
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
ITEM 1
|
||
|
|
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|
||
|
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ITEM 2
|
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ITEM 3
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ITEM 4
|
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|
|
|
PART II
OTHER INFORMATION
|
|
|
|
|
ITEM 1
|
||
|
|
|
ITEM 1A
|
||
|
|
|
ITEM 2
|
||
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ITEM 3
|
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ITEM 4
|
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ITEM 5
|
||
|
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|
ITEM 6
|
||
|
|
|
|
PART I.
|
FINANCIAL INFORMATION
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
April 29, 2017
|
|
January 28, 2017
|
||||
|
(unaudited)
|
|
(Note 1)
|
||||
ASSETS:
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,848
|
|
|
$
|
7,474
|
|
Accounts receivable, net of allowances of $2,427 and $2,267 as of April 29, 2017 and
January 28, 2017, respectively |
31,614
|
|
|
28,072
|
|
||
Inventories
|
193,083
|
|
|
196,654
|
|
||
Prepaid expenses and other current assets
|
9,829
|
|
|
10,619
|
|
||
Total current assets
|
236,374
|
|
|
242,819
|
|
||
Property and equipment, net
|
15,818
|
|
|
16,692
|
|
||
Goodwill
|
38,769
|
|
|
38,769
|
|
||
Intangible and other assets, net
|
13,778
|
|
|
14,520
|
|
||
Total assets
|
$
|
304,739
|
|
|
$
|
312,800
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY:
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
27,506
|
|
|
$
|
28,605
|
|
Accounts payable-affiliates
|
546
|
|
|
1,027
|
|
||
Accrued expenses and other liabilities
|
28,507
|
|
|
31,186
|
|
||
Current portion of obligations under capital leases
|
898
|
|
|
1,237
|
|
||
Total current liabilities
|
57,457
|
|
|
62,055
|
|
||
Revolving credit facility
|
4,517
|
|
|
—
|
|
||
Notes payable-affiliates
|
125,366
|
|
|
125,366
|
|
||
Other long-term liabilities
|
66,593
|
|
|
64,954
|
|
||
Total liabilities
|
253,933
|
|
|
252,375
|
|
||
Commitments and contingencies
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, $0.10 par value, 1,000,000 shares authorized; as of April 29, 2017 and January 28, 2017, none issued
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, 35,000,000 shares authorized; 16,392,012 shares issued as of April 29, 2017 and January 28, 2017
|
164
|
|
|
164
|
|
||
Additional paid-in capital
|
222,082
|
|
|
222,048
|
|
||
Accumulated deficit
|
(162,863
|
)
|
|
(153,210
|
)
|
||
Treasury stock, at cost, 898,249 shares as of April 29, 2017 and January 28, 2017
|
(8,577
|
)
|
|
(8,577
|
)
|
||
Total shareholders’ equity
|
50,806
|
|
|
60,425
|
|
||
Total liabilities and shareholders’ equity
|
$
|
304,739
|
|
|
$
|
312,800
|
|
|
|
|
|
|
Thirteen Weeks
Ended April 29, 2017 |
|
Thirteen Weeks
Ended April 30, 2016 |
|
||||
Net sales
|
$
|
97,896
|
|
|
$
|
105,139
|
|
|
Cost of goods sold
|
52,927
|
|
|
53,370
|
|
|
||
Gross profit
|
44,969
|
|
|
51,769
|
|
|
||
Operating expenses:
|
|
|
|
|
||||
Selling, general and administrative expenses
|
50,932
|
|
|
53,928
|
|
|
||
Share-based compensation expense
|
34
|
|
|
32
|
|
|
||
Depreciation and amortization
|
1,531
|
|
|
2,511
|
|
|
||
Total operating expenses
|
52,497
|
|
|
56,471
|
|
|
||
Loss from operations
|
(7,528
|
)
|
|
(4,702
|
)
|
|
||
Interest expense
|
2,125
|
|
|
1,707
|
|
|
||
Loss before income tax provision
|
(9,653
|
)
|
|
(6,409
|
)
|
|
||
Income tax provision
|
—
|
|
|
—
|
|
|
||
Net loss
|
$
|
(9,653
|
)
|
|
$
|
(6,409
|
)
|
|
Net loss per common share:
|
|
|
|
|
||||
Basic and diluted
|
$
|
(0.62
|
)
|
|
$
|
(0.41
|
)
|
|
|
|
|
|
|
||||
Weighted average number of common shares outstanding:
|
|
|
|
|
||||
Basic
|
15,493,763
|
|
|
15,493,763
|
|
|
||
Diluted
|
15,493,763
|
|
|
15,493,763
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
||||||||||||
|
Common Stock
|
|
Paid-In
|
|
Accumulated
|
|
Treasury Stock
|
|
|
||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Shares
|
|
Amount
|
|
Total
|
||||||||||||
Balance at January 28, 2017
|
16,392,012
|
|
|
$
|
164
|
|
|
$
|
222,048
|
|
|
$
|
(153,210
|
)
|
|
898,249
|
|
|
$
|
(8,577
|
)
|
|
$
|
60,425
|
|
Share-based compensation expense
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,653
|
)
|
|
—
|
|
|
—
|
|
|
(9,653
|
)
|
|||||
Balance at April 29, 2017
|
16,392,012
|
|
|
$
|
164
|
|
|
$
|
222,082
|
|
|
$
|
(162,863
|
)
|
|
898,249
|
|
|
$
|
(8,577
|
)
|
|
$
|
50,806
|
|
|
Thirteen Weeks Ended
April 29, 2017
|
|
Thirteen Weeks Ended
April 30, 2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(9,653
|
)
|
|
$
|
(6,409
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Amortization of deferred financing costs
|
86
|
|
|
86
|
|
||
Depreciation and amortization
|
1,531
|
|
|
2,511
|
|
||
Provision for losses on accounts receivable
|
164
|
|
|
1,787
|
|
||
Share-based compensation
|
34
|
|
|
32
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(3,706
|
)
|
|
(7,181
|
)
|
||
Inventories
|
3,571
|
|
|
7,487
|
|
||
Prepaid expenses and other assets
|
1,084
|
|
|
405
|
|
||
Accounts payable
|
(1,099
|
)
|
|
1,919
|
|
||
Accounts payable-affiliates
|
(481
|
)
|
|
(120
|
)
|
||
Accrued expenses and other liabilities and other long-term liabilities
|
(1,040
|
)
|
|
(1,187
|
)
|
||
Net cash used in operating activities
|
(9,509
|
)
|
|
(670
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Additions to property and equipment
|
(295
|
)
|
|
(809
|
)
|
||
Net cash used in investing activities
|
(295
|
)
|
|
(809
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net borrowings (repayments) under bank line of credit
|
4,517
|
|
|
(989
|
)
|
||
Principal payments under capital lease obligations
|
(339
|
)
|
|
(285
|
)
|
||
Net cash provided by (used in) financing activities
|
4,178
|
|
|
(1,274
|
)
|
||
Net decrease in cash and cash equivalents
|
(5,626
|
)
|
|
(2,753
|
)
|
||
Cash and cash equivalents at beginning of period
|
7,474
|
|
|
5,640
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,848
|
|
|
$
|
2,887
|
|
|
|
|
|
||||
Supplemental Information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
71
|
|
|
$
|
214
|
|
Income taxes
|
$
|
17
|
|
|
$
|
109
|
|
|
|
|
April 29, 2017
|
|
January 28, 2017
|
||||||||||||||||||||
|
Useful Life
(years)
|
|
Original
Cost
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Original
Cost
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||||||||
Goodwill
|
N/A
|
|
$
|
38,769
|
|
|
$
|
—
|
|
|
$
|
38,769
|
|
|
$
|
38,769
|
|
|
$
|
—
|
|
|
$
|
38,769
|
|
Tradenames
|
4-20
|
|
9,357
|
|
|
8,181
|
|
|
1,176
|
|
|
9,357
|
|
|
8,084
|
|
|
1,273
|
|
||||||
Customer relationships
|
10
|
|
5,171
|
|
|
2,629
|
|
|
2,542
|
|
|
5,171
|
|
|
2,500
|
|
|
2,671
|
|
||||||
Favorable leases
|
7
|
|
886
|
|
|
886
|
|
|
—
|
|
|
886
|
|
|
886
|
|
|
—
|
|
||||||
License agreements
|
3-5
|
|
16,313
|
|
|
15,779
|
|
|
534
|
|
|
16,313
|
|
|
15,643
|
|
|
670
|
|
||||||
Tradename (non-amortizing)
|
N/A
|
|
7,180
|
|
|
—
|
|
|
7,180
|
|
|
7,180
|
|
|
—
|
|
|
7,180
|
|
||||||
|
|
|
$
|
77,676
|
|
|
$
|
27,475
|
|
|
$
|
50,201
|
|
|
$
|
77,676
|
|
|
$
|
27,113
|
|
|
$
|
50,563
|
|
Fiscal Year
|
|
Amortization
Expense
|
||
Remainder of 2017
|
|
$
|
1,065
|
|
2018
|
|
877
|
|
|
2019
|
|
709
|
|
|
2020
|
|
684
|
|
|
2021
|
|
682
|
|
|
2022
|
|
235
|
|
|
|
|
$
|
4,252
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
Outstanding as of January 28, 2017
|
1,184,000
|
|
|
$
|
6.07
|
|
|
|
|
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Forfeited
|
(100,000
|
)
|
|
7.70
|
|
|
|
|
|
|
||
Outstanding as of April 29, 2017
|
1,084,000
|
|
|
$
|
5.92
|
|
|
6.9
|
|
$
|
—
|
|
Vested and expected to vest as of April 29, 2017
|
709,834
|
|
|
$
|
7.79
|
|
|
6.9
|
|
$
|
—
|
|
Exercisable as of April 29, 2017
|
709,834
|
|
|
$
|
7.79
|
|
|
6.9
|
|
$
|
—
|
|
|
Number of
Warrants
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
Outstanding as of January 28, 2017
|
6,299,971
|
|
|
$
|
11.80
|
|
|
|
|
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Forfeited
|
(2,133,332
|
)
|
|
8.00
|
|
|
|
|
|
|
||
Outstanding as of April 29, 2017
|
4,166,639
|
|
|
$
|
13.74
|
|
|
1.8
|
|
$
|
—
|
|
Vested and expected to vest as of April 29, 2017
|
4,166,639
|
|
|
$
|
13.74
|
|
|
1.8
|
|
$
|
—
|
|
Exercisable as of April 29, 2017
|
4,166,639
|
|
|
$
|
13.74
|
|
|
1.8
|
|
$
|
—
|
|
|
April 29, 2017
|
|
January 28, 2017
|
||||
|
(in thousands)
|
||||||
Revolving credit facility, interest payable monthly, secured by a pledge of substantially all of the Company's assets
|
$
|
4,517
|
|
|
$
|
—
|
|
Subordinated notes payable-affiliates
|
125,366
|
|
|
125,366
|
|
||
|
129,883
|
|
|
125,366
|
|
||
Less current portion
|
—
|
|
|
—
|
|
||
Total long-term debt
|
$
|
129,883
|
|
|
$
|
125,366
|
|
|
Total Purchases
Thirteen Weeks Ended
April 29, 2017
|
|
Total Purchases
Thirteen Weeks Ended
April 30, 2016
|
|
Balance Due
April 29, 2017
|
|
Balance Due
January 28, 2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Lighthouse Companies
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
90
|
|
|
$
|
90
|
|
Jacavi
|
311
|
|
|
1,449
|
|
|
—
|
|
|
590
|
|
||||
Quality King
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
||||
Reba
|
—
|
|
|
122
|
|
|
357
|
|
|
337
|
|
||||
|
$
|
311
|
|
|
$
|
1,584
|
|
|
$
|
447
|
|
|
$
|
1,017
|
|
|
Thirteen Weeks Ended
April 29, 2017
|
|
Thirteen Weeks Ended
April 30, 2016
|
||||
|
(in thousands)
|
||||||
Net sales:
|
|
|
|
||||
Wholesale
|
$
|
51,102
|
|
|
$
|
53,464
|
|
Retail
|
46,794
|
|
|
51,675
|
|
||
|
$
|
97,896
|
|
|
$
|
105,139
|
|
Gross profit:
|
|
|
|
||||
Wholesale
|
$
|
22,833
|
|
|
$
|
25,440
|
|
Retail
|
22,136
|
|
|
26,329
|
|
||
|
$
|
44,969
|
|
|
$
|
51,769
|
|
|
|
|
|
||||
|
April 29, 2017
|
|
January 28, 2017
|
||||
Total assets:
|
|
|
|
||||
Wholesale
|
$
|
699,812
|
|
|
$
|
681,055
|
|
Retail
|
368,466
|
|
|
364,117
|
|
||
|
1,068,278
|
|
|
1,045,172
|
|
||
Eliminations (a)
|
(763,539
|
)
|
|
(732,372
|
)
|
||
Consolidated assets
|
$
|
304,739
|
|
|
$
|
312,800
|
|
(a)
|
Adjustment to eliminate intercompany receivables and investment in subsidiaries
|
|
Thirteen Weeks
Ended
April 29, 2017
|
|
Percentage
of
Net Sales
|
|
Thirteen Weeks
Ended
April 30, 2016
|
|
Percentage
of
Net Sales
|
|
Dollar Change
|
||||||
|
($ in thousands)
|
||||||||||||||
Wholesale
|
$
|
51,102
|
|
|
52.2%
|
|
$
|
53,464
|
|
|
50.9%
|
|
$
|
(2,362
|
)
|
Retail
|
46,794
|
|
|
47.8%
|
|
51,675
|
|
|
49.1%
|
|
(4,881
|
)
|
|||
Total net sales
|
$
|
97,896
|
|
|
100%
|
|
$
|
105,139
|
|
|
100%
|
|
$
|
(7,243
|
)
|
|
|
Thirteen Weeks
Ended
April 29, 2017
|
|
Thirteen Weeks
Ended
April 30, 2016
|
|
Dollar Change
|
||||||
|
|
($ in thousands)
|
||||||||||
Wholesale
|
|
$
|
22,833
|
|
|
$
|
25,440
|
|
|
$
|
(2,607
|
)
|
Retail
|
|
22,136
|
|
|
26,329
|
|
|
(4,193
|
)
|
|||
Total gross profit
|
|
$
|
44,969
|
|
|
$
|
51,769
|
|
|
$
|
(6,800
|
)
|
|
|
Thirteen Weeks
Ended
April 29, 2017
|
|
Thirteen Weeks
Ended
April 30, 2016
|
Wholesale
|
|
44.7%
|
|
47.6%
|
Retail
|
|
47.3%
|
|
51.0%
|
Total gross profit percentage
|
|
45.9%
|
|
49.2%
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
PART II.
|
OTHER INFORMATION
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
3.1
|
|
|
Amended and Restated Articles of Incorporation, as amended through August 8, 2008 (Incorporated by reference to Exhibit 3.1 to the Company's Form 10-K filed July 2, 2009).
|
|
|
|
|
3.2
|
|
|
Articles of Amendment to Amended and Restated Articles of Incorporation, filed April 17, 2012 (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed April 19, 2012).
|
|
|
|
|
3.3
|
|
|
Bylaws (Incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 (No 33-46833)).
|
|
|
|
|
10.1
|
|
|
Form of Indemnification Agreement dated March 27, 2017 between the Company and each of its directors and executive officers.
|
|
|
|
|
31.1
|
|
|
Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
31.2
|
|
|
Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.1
|
|
|
Certification by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.2
|
|
|
Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
PERFUMANIA HOLDINGS, INC.
(Registrant)
|
|
|
|
|
|
Date:
|
June 19, 2017
|
|
By:
|
By: /s/ Michael W. Katz
|
|
|
|
|
Michael W. Katz
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
By:
|
By: /s/ Michael P. Nofi
|
|
|
|
|
Michael P. Nofi
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
1 Year Perfumania Holdings, Chart |
1 Month Perfumania Holdings, Chart |
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