8-K 1 geraldstevens8-k.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2001 ----------------- GERALD STEVENS, INC. -------------------- (Exact name of registrant as specified in its charter) Florida 0-05531 65-0971499 ---------------- ----------------- --------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 1800 Eller Drive, Fort Lauderdale, Florida 33316 ------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 954/627-1000 Item 2. Acquisition or Disposition of Assets. ------------------------------------ On February 28, 2001, we sold substantially all of the assets and liabilities of our Calyx & Corolla floral catalog business to Equity Resource Partners, LLC, a company led by Andrew W. Williams, Chief Operating Officer of our order generation division and one of our directors. We received $3.5 million in cash for the sale of such business. The purchase price for the Calyx & Corolla business was determined by negotiation between the parties. As previously announced, Equity Resource Partners also has entered into an agreement to purchase our Florafax floral wire service business. On February 28, 2001, Equity Resource Partners paid a $1.5 million non-refundable deposit towards the $16.5 million purchase price for such business. We have included in Item 7 of this Report pro forma financial statements reflecting the sale of Calyx & Corolla, the receipt of the cash purchase price of $3.5 million and the receipt of the non-refundable deposit of $1.5 million. Item 7. Financial Statements and Exhibits. --------------------------------- (a) N/A (b) Pro Forma Financial Information (1) Gerald Stevens, Inc. Unaudited Pro Forma Condensed Consolidated Balance Sheet as of November 30, 2000 (2) Gerald Stevens, Inc. Unaudited Pro Forma Condensed Consolidated Statements of Operations: For the three months ended November 30, 2000 For the year ended August 31, 2000 The following unaudited pro forma condensed consolidated balance sheet as of November 30, 2000 gives effect to the sale of Calyx & Corolla as if it had occurred on November 30, 2000. The following unaudited pro forma condensed consolidated statements of operations for the three months ended November 30, 2000 and year ended August 31, 2000 give effect to the sale of Calyx & Corolla as if it had occurred at the beginning of the respective periods. Such statements of operations do not include the estimated pro forma net gain after taxes of $3.7 million resulting from the sale of Calyx & Corolla. The pro forma results are not necessarily indicative of the results of operations that would have been achieved had the disposition been consummated at the beginning of the periods reflected. GERALD STEVENS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (IN THOUSANDS)

(a) Records the elimination of the assets and liabilities upon the sale of Calyx & Corolla. (b) Reflects a liability relating to receipt of a non-refundable deposit in connection with the pending Florafax sale. (c) Reflects a net reduction in long-term debt of (i) $2.9 million from the proceeds of the sale of Calyx & Corolla, based on a sales price of $3.5 million less working capital and other adjustments of $575,000 and related transaction fees of $55,000, and (ii) $1.5 million related to receipt of a non-refundable deposit in connection with the pending Florafax sale. (d) Reflects the estimated net gain after taxes of $3.7 million from the sale of Calyx & Corolla. GERALD STEVENS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA)

GERALD STEVENS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA)

(e) Reflects elimination of revenue and expenses of Calyx & Corolla. (f) Reflects a reduction in interest expense resulting from a decrease in long-term debt of (i) $2.9 million from the proceeds of the Calyx & Corolla sale, and (ii) $1.5 million from the pending Florafax sale, using an interest rate of 10.14%. (g) Reflects a reduction in the asset impairment writedown relating to Calyx & Corolla long term assets. (c) Exhibits. Exhibit No. Description ----------- ----------- 2.1 Asset Purchase Agreement, dated as of February 16, 2001, by and among Gerald Stevens, Inc., Calyx & Corolla, Inc., and Equity Resource Partners, LLC (previously filed as Exhibit 99.1 to Current Report on Form 8-K filed February 21, 2001) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized. GERALD STEVENS, INC. --------------------------------- (Registrant) By /s/ WAYNE MOOR -------------------- Wayne Moor Senior Vice President and Chief Financial Officer Dated: March 14, 2001 GERALD STEVENS, INC. Current Report on Form 8-K Exhibit Index ------------- Exhibit No. Description ----------- ----------- 2.1 Asset Purchase Agreement, dated as of February 16, 2001, by and among Gerald Stevens, Inc., Calyx & Corolla, Inc., and Equity Resource Partners, LLC (previously filed as Exhibit 99.1 to Current Report on Form 8-K filed February 21, 2001)

GERALD STEVENS INC/ 8-K