UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 10-Q / A
(Amendment No. 1)
____________________
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended June 30, 2012 | ||
OR | ||
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from_________ to __________ |
Commission File Number 001-14498
____________________________________
BLUEFLY, INC.
(Exact name of registrant as specified in its charter)
____________________________________
Delaware | 13-3612110 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
42 West 39th Street, New York, NY (Address of principal executive offices) |
10018 (Zip Code) |
Registrant’s telephone number, including area code: (212) 944-8000
Indicate by check mark whether the registrant (1) 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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 o
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:
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company x |
(Do not check if a smaller reporting company)
|
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of August 13, 2012, there were 28,576,612 shares of Common Stock, $.01 par value, of the registrant outstanding.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to Bluefly, Inc.’s (the “Company”) quarterly report on Form 10-Q for the quarterly period ended June 30, 2012, as originally filed with the Securities and Exchange Commission on August 14, 2012 (the “Original Form 10-Q”), is being filed solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.
Pursuant to Rule 405(a)(2)(ii) of Regulation S-T, this Exhibit 101 is permitted to be furnished by amendment within 30 days of the original filing date of the Original Form 10-Q.
Exhibit 101 consists of the following materials from the Company’s Original Form 10-Q formatted in XBRL (eXtensible Business Reporting Language):
101.INS | XBRL | Instance Document | |
101.SCH | XBRL | Taxonomy Extension Schema | |
101.CAL | XBRL | Taxonomy Extension Calculation Linkbase | |
101.DEF | XBRL | Taxonomy Extension Definition Linkbase | |
101.LAB | XBRL | Taxonomy Extension Label Linkbase | |
101.PRE | XBRL | Taxonomy Extension Presentation Linkbase |
This Amendment No. 1 does not reflect events occurring after August 14, 2012 and does not update or modify in any way the consolidated results of operations, financial position, cash flows or other disclosures in the Company’s Original Form 10-Q.
As required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment No. 1 to the Company’s Form 10-Q under Item 6 of Part II.
Pursuant to Rule 406T of Regulation S-T, the interactive files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended.
Part II - OTHER INFORMATION
Item 6. Exhibits
The following is a list of exhibits filed as part of this Report:
Exhibit Number | Description |
10.1* | Note and Warrant Purchase Agreement, dated August 13, 2012, by and among the Company, Prentice Consumer Partners, LP and Rho Ventures VI, L.P. |
10.2* | Secured Subordinated Promissory Note, dated August 13, 2012, by and between the Company and Prentice Consumer Partners, LP. |
10.3* | Secured Subordinated Convertible Promissory Note, dated August 13, 2012, by and between the Company and Rho Ventures VI, L.P. |
10.4* | Warrant No. 1, dated August 13, 2012, issued to Prentice Consumer Partners LP. |
10.5* | Warrant No. 2, dated August 13, 2012, issued to Rho Ventures VI, L.P. |
10.6* | First Amendment to Amended and Restated Credit Agreement, dated April 18, 2012, by and between the Company and Wells Fargo. |
10.7* | Employment Agreement, dated June 12, 2012, by and between the Company and Scott Erdman. |
31.1** | Certification Pursuant to Rule 13a-14(a)/15d-14(a). |
31.2** | Certification Pursuant to Rule 13a-14(a)/15d-14(a). |
32.1** | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2** | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS** | XBRL Instance Document. |
101.SCH** | XBRL Taxonomy Extension Schema. |
101.CAL** | XBRL Taxonomy Extension Calculation Linkbase. |
101.DEF** | XBRL Taxonomy Extension Definition Linkbase. |
101.LAB** | XBRL Taxonomy Extension Label Linkbase. |
101.PRE** | XBRL Taxonomy Extension Presentation Linkbase. |
* Filed previously
** Filed with this Amendment No. 1 to the quarterly report on Form 10-Q
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BLUEFLY, INC. | |
By: /s/ Joseph C. Park | |
Joseph C. Park | |
Chief Executive Officer | |
By: /s/ Kara B. Jenny | |
Kara B. Jenny | |
Chief Financial Officer |
September 7, 2012
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A)
I, Joseph C. Park, certify that:
1. I have reviewed this amendment no. 1 to the quarterly report on Form 10-Q for the quarter ended June 30, 2012 of Bluefly, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the consolidated financial condition, results of operations and cash flows of the registrant as of, and for the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and we have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: September 7, 2012 | /s/ Joseph C. Park |
Joseph C. Park | |
Chief Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A)
I, Kara B. Jenny, certify that:
1. I have reviewed this amendment no. 1 to the quarterly report on Form 10-Q for the quarter ended June 30, 2012 of Bluefly, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the consolidated financial condition, results of operations and cash flows of the registrant as of, and for the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and we have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: September 7, 2012 | /s/ Kara B. Jenny |
Kara B. Jenny | |
Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Amendment No. 1 to the Quarterly Report of Bluefly, Inc. (the “Company”) on Form 10-Q for the three and six months ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph C. Park, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company.
/s/ Joseph C. Park
Joseph C. Park
Chief Executive Officer
September 7, 2012
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Amendment No.1 to the Quarterly Report of Bluefly, Inc. (the “Company”) on Form 10-Q for the three and six months ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kara B. Jenny, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company.
/s/ Kara B. Jenny
Kara B. Jenny
Chief Financial Officer
September 7, 2012
Note 5 - Acquisition (Detail) - Estimated Amortization Expense For Unamortized Acquired Intangible Assets (USD $)
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Jun. 30, 2012
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2012 | $ 120,000 |
2013 | 122,000 |
2014 | 87,000 |
2015 | 86,000 |
2016 | 85,000 |
2017 | 3,000 |
$ 503,000 |
Note 3 - Fair Value
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6 Months Ended |
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Jun. 30, 2012
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Fair Value Disclosures [Text Block] |
NOTE
3 – FAIR VALUE
The
Company’s financial instruments consist of cash and
cash equivalents, accounts receivable, other assets, accounts
payable and accrued expenses. The carrying amounts of these
financial instruments approximate fair value due to their
short maturities.
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