-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LO/a9o64xYOALKQ/+qQV5eQffT9TlhWyFRWTlygAatRCKo/SA61MFLBR0rpUIAIa VqWrBNRA7+vPSQNmeDrSlg== 0001144204-03-005169.txt : 20030829 0001144204-03-005169.hdr.sgml : 20030829 20030829110840 ACCESSION NUMBER: 0001144204-03-005169 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030829 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DELIA S CORP CENTRAL INDEX KEY: 0001076914 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 133963754 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56857 FILM NUMBER: 03872849 BUSINESS ADDRESS: STREET 1: 435 HUDSON STREET CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2128079060 MAIL ADDRESS: STREET 1: 435 HUDSON STREET CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: ITURF INC DATE OF NAME CHANGE: 19990115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALLOY INC CENTRAL INDEX KEY: 0001080359 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 043310676 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 151 WEST 26TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2122444307 MAIL ADDRESS: STREET 1: 151 WEST 26TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: ALLOY ONLINE INC DATE OF NAME CHANGE: 19990309 FORMER COMPANY: FORMER CONFORMED NAME: ALLOY COM INC DATE OF NAME CHANGE: 19990224 SC TO-T/A 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- SCHEDULE TO/A (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) DELIA*S CORP. (Name of Subject Company (Issuer)) DODGER ACQUISITION CORP., an indirect wholly owned subsidiary of ALLOY, INC. (Name of Filing Person (Offerors)) CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 24688Q101 (CUSIP Number of Class of Securities) --------------------------- MATTHEW C. DIAMOND CHAIRMAN AND CHIEF EXECUTIVE OFFICER 151 WEST 26TH STREET, 11TH FLOOR NEW YORK, NEW YORK 10001 (212) 244-4307 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) --------------------------- COPY TO: SAMUEL A. GRADESS RICHARD M. GRAF, ESQ. CHIEF FINANCIAL OFFICER KATTEN MUCHIN ZAVIS ROSENMAN 151 WEST 26TH STREET, 11TH FLOOR 1025 THOMAS JEFFERSON STREET, NW NEW YORK, NEW YORK 10001 WASHINGTON, DC 20007 (212) 244-4307 (202) 625-3500 CALCULATION OF FILING FEE TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2) $50,099,753 $4,054 (1) Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of a total of (i) 53,438,809 shares of the outstanding Class A common stock, par value $0.01 per share, of the Issuer (the "Issuer Company Stock") and (ii) 547,994 shares of Issuer Company Stock issuable upon the net exercise of vested outstanding warrants and options having an exercise price less than or equal to the offer price of $0.928 per share. (2) The amount of the filing fee, calculated in accordance with Rule 0-11(a)(2) and Section 14(g)(3) of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 11 issued by the Securities and Exchange Commission on February 21, 2003, equals 0.00008090 multiplied by the transaction value. |X| Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
mount Previously Paid: $4,054 Form or Registration No.: SC TO-T Filing Party: Dodger Acquisition Corp. and Alloy, Inc. Date Filed: August 6, 2003
|_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |X| third-party tender offer subject to Rule 14d-1. |_| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |_| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: |_| 2 ITEMS 1-11. This Amendment No. 3 (the "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed initially with the Securities and Exchange Commission on August 6, 2003, by Dodger Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of Alloy, Inc., a Delaware corporation ("Alloy"), and by Alloy. Purchaser and Alloy filed Amendment No. 1 to the Schedule TO on August 21, 2003 and filed Amendment No. 2 to the Schedule TO on August 27, 2003. The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of Class A common stock, par value $0.01 per share (the "Shares"), of dELiA*s Corp., a Delaware corporation ("dELiA*s"), at a purchase price of $0.928 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 6, 2003 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which were filed with the Schedule TO as Exhibits (a)(1)(1) and (a)(1)(2) thereto, respectively. 1. Items 1-11 of the Schedule TO are hereby amended and supplemented to add the following: On August 28, 2003, Alloy issued a press release, a copy of which is attached hereto as Exhibit (a)(5)(5), announcing the financial results of its second fiscal quarter and discussing its future plans with respect to Alloy's proposed acquisition of dELiA*s. 3 ITEM 12. EXHIBITS Item 12 of Schedule TO is hereby amended as follows:
EXHIBIT NUMBER DESCRIPTION - ------------------------ --------------------------------------------------------------------------- (a)(1)(1) Offer to Purchase, dated August 6, 2003. * (a)(1)(2) Form of Letter of Transmittal.* (a)(1)(3) Form of Notice of Guaranteed Delivery. * (a)(1)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * (a)(1)(5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * (a)(1)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. * (a)(1)(7) Form W-8BEN and Instructions for same. * (a)(1)(8) Form of Summary Advertisement, dated August 6, 2003. * (a)(1)(9) Form of Letter to Holders of Certificates Issued by dELiA*s Inc. * (a)(5)(1) Text of press release issued by Alloy on July 31, 2003.* (a)(5)(2) Text of press release issued by dELiA*s on July 31, 2003.* (a)(5)(3) Transcript of conference call hosted by Alloy, Inc. on July 31, 2003.* (a)(5)(4) Text of press release issued by Alloy and dELiA*s on August 26, 2003.* (a)(5)(5) Text of press release issued by Alloy on August 28, 2003. (b) Not applicable. (d)(1) Acquisition Agreement, dated as of July 30, 2003, by and among dELiA*s, Alloy and Purchaser. * (d)(2) Tender and Stockholder Support Agreement, dated as of July 30, 2003, by and among Alloy, Purchaser, Stephen I. Kahn and Geraldine Karetsky. * (d)(3) Form of Consulting Agreement between the Surviving Corporation and Stephen I. Kahn. * (d)(4) Form of Termination Agreement between the Surviving Corporation and specified senior executive officers of dELiA*s. * (d)(5) Form of Employment Agreement between the Surviving Corporation and Christopher C. Edgar. * (d)(6) Form of Employment Agreement between the Surviving Corporation and Evan Guillemin. * (d)(7) Form of Confidentiality and Non-Competition Agreement between the Surviving Corporation and specified senior executive officers of dELiA*s. * (d)(8) Form of Mutual General Release between the Surviving Corporation and specified senior executive officers of dELiA*s. * (g) Not applicable. (h) Not applicable.
- ------------------------- * Previously filed. ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3 Not applicable. 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DODGER ACQUISITION CORP. By: /s/ SAMUEL A. GRADESS ---------------------------------- Name: Samuel A. Gradess Title: Treasurer ALLOY, INC. By /s/ SAMUEL A. GRADESS ---------------------------------- Name: Samuel A. Gradess Title: Chief Financial Officer/Secretary Dated: August 29, 2003 5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - -------------------------- ------------------------------------------------------------------------------ (a)(1)(1) Offer to Purchase, dated August 6, 2003. * (a)(1)(2) Form of Letter of Transmittal.* (a)(1)(3) Form of Notice of Guaranteed Delivery. * (a)(1)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * (a)(1)(5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * (a)(1)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. * (a)(1)(7) Form W-8BEN and Instructions for same. * (a)(1)(8) Form of Summary Advertisement, dated August 6, 2003. * (a)(1)(9) Form of Letter to Holders of Certificates Issued by dELiA*s Inc. * (a)(5)(1) Text of press release issued by Alloy on July 31, 2003.* (a)(5)(2) Text of press release issued by dELiA*s on July 31, 2003.* (a)(5)(3) Transcript of conference call hosted by Alloy, Inc. on July 31, 2003.* (a)(5)(4) Text of press release issued by Alloy and dELiA*s on August 26, 2003.* (a)(5)(5) Text of press release issued by Alloy on August 28, 2003. (b) Not applicable. (d)(1) Acquisition Agreement, dated as of July 30, 2003, by and among dELiA*s, Alloy and Purchaser. * (d)(2) Tender and Stockholder Support Agreement, dated as of July 30, 2003, by and among Alloy, Purchaser, Stephen I. Kahn and Geraldine Karetsky. * (d)(3) Form of Consulting Agreement between the Surviving Corporation and Stephen I. Kahn. * (d)(4) Form of Termination Agreement between the Surviving Corporation and specified senior executive officers of dELiA*s. * (d)(5) Form of Employment Agreement between the Surviving Corporation and Christopher C. Edgar. * (d)(6) Form of Employment Agreement between the Surviving Corporation and Evan Guillemin. * (d)(7) Form of Confidentiality and Non-Competition Agreement between the Surviving Corporation and specified senior executive officers of dELiA*s. * (d)(8) Form of Mutual General Release between the Surviving Corporation and specified senior executive officers of dELiA*s. * (g) Not applicable. (h) Not applicable.
- ------------------------- * Previously filed. 6 EX-1 3 doc2.txt Exhibit (a)(5)(5) Contacts: Sam Gradess Chief Financial Officer Alloy, Inc. 212/244-4307 FOR IMMEDIATE RELEASE: Investor Relations: AJ Goodman PR21, Inc. 212/299-8888 ALLOY HITS SECOND QUARTER REVENUE AND EARNINGS TARGETS NEW YORK, NY - AUGUST 28, 2003 - Alloy, Inc. (Nasdaq:ALOY), a media, marketing services and direct marketing company targeting the dynamic Generation Y population, today reported revenues for the fiscal quarter ended July 31, 2003 of $80.5 million and a net loss attributable to common stockholders of $1.0 million, or $0.02 per diluted share. This compares with our previously announced guidance range of a second fiscal quarter net loss attributable to common stockholders of $0.02 to $0.06 per diluted share. For its second fiscal quarter, Alloy generated $1.6 million in earnings before income taxes and acquired intangible asset amortization ("EBTA"), excluding stock-based compensation expense of $0.3 million. This places Alloy at the upper portion of our previously announced guidance range for second fiscal quarter EBTA of $0 to $2.0 million. Also for the second fiscal quarter, Alloy generated $2.8 million in earnings before interest and other income/expense, income taxes, depreciation and amortization, and stock-based compensation expense ("Adjusted EBITDA"). For additional financial detail, including the reconciliation of EBTA and Adjusted EBITDA to GAAP results, please refer to the financial tables provided at the end of this release. Total revenues for the second fiscal quarter increased 55% to $80.5 million, compared with $52.0 million for the second quarter of fiscal 2002. Fiscal second quarter net merchandise revenues of $30.0 million were down 5% compared with $31.5 million for last year's fiscal second quarter. The reduction resulted primarily from a slight planned decline in overall catalog circulation as we reduced the number of catalogs circulated to prospects outside our database and non-buyers inside our database. Fiscal second quarter sponsorship and other revenues of $50.5 million were up 147% versus $20.4 million for the comparable period in our last fiscal year. The increase resulted from a larger advertising sales force, a broader client base, and a wider range of media services offered than in the last fiscal year, due to a combination of internal development and strategic acquisitions, together with the addition of revenues from the operations of OCM that we acquired at the beginning of the second quarter of fiscal 2003. Second fiscal quarter gross profit increased to $39.4 million, or 48.9% of revenues, compared with $27.8 million, or 53.5% of revenues, for the comparable period last year, largely as a result of the substantial increase in revenues. The decrease in gross profit percentage was primarily due to the lower gross margin profile of our sponsorship activities in this fiscal year's second quarter compared with last fiscal year's second quarter as newspaper and radio advertising placement and event marketing activities expanded relative to our print and interactive advertising programs, which generally have higher relative gross margins. Operating expenses were $40.0 million for the second quarter of fiscal 2003 versus $27.7 million for the second quarter of fiscal 2002. The increase resulted primarily from our enlarged advertising sales force and staff; the expenses from operations acquired within the last year, in particular those of Market Place Media and OCM; additional intangible asset amortization resulting from recent acquisitions; and the impact of $0.3 million of stock-based compensation. Net loss for the second quarter of fiscal 2003 was $0.3 million, compared with net income of $0.5 million for last fiscal year's second quarter. Net loss attributable to common stockholders for the second quarter of fiscal 2003 was $1.0 million, or $0.02 per diluted share, compared with net income attributable to common stockholders of $0.1 million, or $0.00 per diluted share, for last fiscal year's second quarter. EBTA excluding stock-based compensation decreased to $1.6 million for the second fiscal quarter of 2003 from $1.9 million for the second fiscal quarter of 2002. Adjusted EBITDA increased from $2.3 million for the second fiscal quarter of 2002 to $2.8 million for the second fiscal quarter of 2003. In the second fiscal quarter of 2003, Alloy did not repurchase any shares of its common stock under the share repurchase program. Commenting on the quarter, Matt Diamond, Chairman and Chief Executive Officer stated, "We are pleased to have met our financial performance targets for our second fiscal quarter. We saw particularly strong results from the sponsorship segment of our business, with our newspaper advertising, customer acquisitions and OCM activities leading the way. We also expect our sponsorship activities to continue demonstrating good operating performance throughout the second half of the year and have revised our sponsorship revenue guidance accordingly. With the dELiA*s acquisition expected to close during the third quarter, our focus in our merchandising business will be on integrating operations and charting a course to begin realizing in 2004 the substantial synergies we expect to result from the acquisition." As of July 31, 2003, the end of its fiscal second quarter, Alloy's consolidated database of Generation Y consumers grew to over 14.5 million total names, of which over 5.1 million were established buyers, versus approximately 11.7 million total names and 3.8 million established buyers as of July 31, 2002. Total revenues for the six months ended July 31, 2003 increased 46% to $149.9 million compared with $102.4 million for the six months ended July 31, 2002. Net merchandise revenues for the six months ended July 31, 2003 of $60.0 million were down 4% versus $62.6 million for the six months ended July 31, 2002. Sponsorship and other revenues of $89.9 million for the six-month period were up 126% compared with $39.8 million for the comparable period last fiscal year. Gross profit for the six months ended July 31, 2003 increased to $70.8 million, or 47.2% of revenues, compared with $56.7 million, or 55.4% of revenues, for the comparable period in fiscal 2002. Operating expenses were $72.4 million for the first six months of fiscal 2003 versus $53.8 million for the first six months of fiscal 2002. Net loss for the six months ended July 31, 2003 was $0.7 million, compared with net income of $3.6 million for the six months ended July 31, 2002. Net loss attributable to common stockholders for the first six months of fiscal 2003 was $1.9 million, or $0.05 per diluted share, compared with net income attributable to common stockholders of $2.6 million, or $0.06 per diluted share for the first six months of fiscal 2002. Looking ahead, Mr. Diamond concluded, "With the tender offer concluding in early September, we should have economic ownership of dELiA*s from that point in time. We believe that the addition of the dELiA*s business to our own will give our merchandise business the scale, financial profile and growth prospects to allow us to pursue shareholder value-creating transactions in the near term. As we evaluate the opportunities, our objective will be to stabilize the dELiA*s business and lay the groundwork for synergy-generating integration to begin emerging in 2004. "Assuming that we take majority ownership of dELiA*s in early September, we are establishing a fiscal third quarter merchandise revenue range of $50 million to $55 million, together with a sponsorship revenue range of $66 million to $69 million, a diluted earnings per share range of $0.01 to $0.07 and an Adjusted EBITDA range of $9 million to $12 million. We believe that going forward Adjusted EBITDA will provide more meaningful year-over-year earnings comparisons than EBTA in light of the additional depreciation and amortization charges that will result from the dELiA*s acquisition, along with the interest costs associated with our recent convertible debt offering. Consequently, we intend to highlight Adjusted EBITDA in our future releases and guidance and discontinue the use of EBTA, although we plan to continue calculating and presenting EBTA for comparative purposes. For the full fiscal year, we are forecasting merchandise revenues of $210 million to $220 million, sponsorship and other revenues of $200 million to $210 million, diluted earnings per share of $0.01 to $0.08, and Adjusted EBITDA of $25 million to $30 million." We are also announcing the sale of an additional $4.3 million in aggregate principal amount of our Convertible Senior Debentures due 2023 (the "Debentures") pursuant to the over allotment option issued in connection with our previously announced private placement of such Debentures. The exercise of the over allotment option resulted in additional gross proceeds to Alloy of $4.3 million, bringing total gross proceeds for the private placement to $69.3 million. The Debentures have not been registered under the Securities Act of 1933 (the "Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act. ABOUT ALLOY Alloy, Inc. is a media, marketing services and direct marketing company targeting Generation Y, a key demographic segment comprising the more than 60 million boys and girls in the United States between the ages of 10 and 24. Alloy's convergent media model uses a wide range of media assets to reach more than 25 million Generation Y consumers each month. Through Alloy's 360 Youth media and marketing services unit, marketers can connect with the Generation Y audience through a host of advertising and marketing programs incorporating Alloy's media and marketing assets such as direct mail catalogs, magazines, college and high school newspapers, Web sites, school-based media boards, college guides, and sponsored on- and off-campus events. Alloy generates revenue from its broad reach in the Generation Y community by providing marketers advertising and marketing services through 360 Youth and by selling apparel, accessories, footwear, room furnishings and action sports equipment directly to the youth market through catalogs, Web sites and magazines. For further information regarding Alloy, please visit our Web site (www.alloy.com) and click on "Investor Info". Information on 360 Youth's marketing services can be found at www.360youth.com. This announcement may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding our expectations and beliefs regarding our future results or performance. Because these statements apply to future events, they are subject to risks and uncertainties. When used in this announcement, the words "anticipate", "believe", "estimate", "expect", "expectation", "project" and "intend" and similar expressions are intended to identify such forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements. Additionally, you should not consider past results to be an indication of our future performance. Factors that might cause or contribute to such differences include, among others, our ability to: increase revenues, generate high margin sponsorship and multiple revenue streams, increase visitors to our Web sites (www.alloy.com, www.ccs.com, and www.danscomp.com) and build customer loyalty; develop our sales and marketing teams and capitalize on these efforts, develop commercial relationships with advertisers and the continued resilience in advertising spending to reach the teen market; manage the risks and challenges associated with integrating newly acquired businesses; and identify and take advantage of strategic, synergistic acquisitions and other revenue opportunities. Other relevant factors include, without limitation: our competition; seasonal sales fluctuations; the uncertain economic and political climate in the United States and throughout the rest of the world and the potential that such climate may deteriorate further; and general economic conditions. For a discussion of certain of the foregoing factors and other risk factors see the "Risk Factors That May Affect Future Results" section included in our annual report on Form 10-K for the year ended January 31, 2003, as amended, which is on file with the Securities and Exchange Commission. We do not intend to update any of the forward-looking statements after the date of this announcement to conform these statements to actual results or to changes in management's expectations, except as may be required by law. (tables to follow) Alloy, Inc. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share data) (Unaudited)
Three Months Three Months Six Months Six Months Ended Ended Ended Ended 7/31/2002 7/31/2003 7/31/2002 7/31/2003 Net merchandise revenues $31,530 $30,028 $62,597 $59,999 Sponsorship and other revenues 20,443 50,473 39,809 89,946 ------------------------------------------------------------ Total revenues 51,973 80,501 102,406 149,945 Cost of goods sold 24,163 41,125 45,723 79,100 ------------------------------------------------------------ Gross profit 27,810 39,376 56,683 70,845 Selling and marketing expenses 22,498 31,489 43,923 56,867 General and administrative expenses 3,977 6,266 8,100 11,224 Acquired intangible asset amortization (1) 1,189 1,896 1,724 3,680 Stock-based compensation 8 291 16 291 Restructuring charge to write-off abandoned facility lease and equipment 0 0 0 380 ------------------------------------------------------------ Total operating expenses 27,672 39,942 53,763 72,442 Income (loss) income from operations 138 (566) 2,920 (1,597) Interest and other income (expense), net 597 (3) 1,132 284 ------------------------------------------------------------ Income (loss) before income taxes 735 (569) 4,052 (1,313) Income tax expense (benefit) 197 (248) 444 (606) ------------------------------------------------------------ Net income (loss) 538 (321) 3,608 (707) Preferred stock dividend and accretion 479 702 1,037 1,155 ------------------------------------------------------------ Net income (loss) attributable to common stockholders $59 ($1,023) $2,571 ($1,862) Net income (loss) attributable to common stockholders per basic share $0.00 ($0.02) $0.07 ($0.05) Net income (loss) attributable to common stockholders per diluted share $0.00 ($0.02) $0.06 ($0.05) Weighted average basic common shares outstanding: 38,204,132 41,135,614 37,573,097 40,650,532 Diluted shares outstanding per GAAP: 39,941,514 41,135,614 39,599,524 40,650,532 RECONCILIATION OF EBTA AND ADJUSTED EBITDA TO GAAP RESULTS (2): - --------------------------------------------------------------------------------------- Net income (loss) $538 ($321) $3,608 ($707) Income tax expense (benefit) 197 (248) 444 (606) Acquired intangible asset amortization 1,189 1,896 1,724 3,680 Restructuring charge 0 0 0 380 Stock-based compensation 8 291 16 291 - ----------------------------------------------------------------------------------------------------------------------------------- EBTA EXCLUDING STOCK-BASED COMPENSATION EXPENSE AND RESTRUCTURING CHARGE $1,932 $1,618 $5,792 $3,038 Interest and other income (expense), net 597 (3) 1,132 284 Depreciation and amortization 986 1,207 1,950 2,250 - ----------------------------------------------------------------------------------------------------------------------------------- ADJUSTED EBITDA $2,321 $2,828 $6,610 $5,004
(1) Reflects the adoption of FAS 142 "Goodwill and Other Intangible Assets" as of February 1, 2002 which eliminates regular periodic amortization of goodwill. (2) This press release contains the non-GAAP financial measures EBTA and Adjusted EBITDA. Alloy uses EBTA and Adjusted EBITDA to evaluate its performance period to period without taking into account certain expenses which, in the opinion of Alloy management, do not reflect Alloy's results from its core business activities. These non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, other measures of financial performance prepared in accordance with GAAP. These non-GAAP measures included in this press release have been reconciled to the nearest GAAP measure as is now required under new SEC rules regarding the use of non-GAAP financial measures. As used herein, "GAAP" refers to accounting principles generally accepted in the United States of America. Alloy, Inc. SELECTED CONDENSED CONSOLIDATED BALANCE SHEET DATA (In thousands)
January 31, 2003 July 31, 2003 (audited) (unaudited) Assets Current Assets Cash and cash equivalents $35,187 $92,567 Marketable securities 23,169 4,782 Accounts receivable, net 30,022 30,237 Inventories, net 23,466 21,573 Prepaid catalog costs 2,100 3,132 Other current assets 10,130 12,409 ------------------------------- Total current assets 124,074 164,700 Property and equipment, net 10,081 10,044 Deferred tax asset 5,621 5,621 Goodwill, net 270,353 286,335 Intangible and other assets, net 24,471 29,718 ------------------------------- Total assets $434,600 $496,418 Liabilities and Stockholders' Equity Current Liabilities Accounts payable $28,032 $21,333 Deferred revenues 15,106 17,320 Accrued expenses and other current liabilities 27,679 23,615 ------------------------------- Total current liabilties 70,817 62,268 Deferred tax liability 2,698 2,698 Other long term liabilities 93 100 Convertible debt 0 65,000 Series B Preferred Stock 15,550 13,646 Stockholders' Equity 345,442 352,706 ------------------------------- Total liabilities and stockholders' equity $434,600 $496,418
-----END PRIVACY-ENHANCED MESSAGE-----