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Alloy (ticker: ALOY, exchange: NASDAQ Stock Exchange (.O)) News Release - 7-Sep-2005


Alloy Announces Second Quarter Results; Total Revenues Up 9%, Gross Margin Dollars Up $8.5 Million Versus Prior Year Quarter

Merchandising Business Operating Momentum Continues Sales Productivity and Efficiencies Demonstrated In Media & Marketing Services Business

NEW YORK--(BUSINESS WIRE)--Sept. 7, 2005--Alloy, Inc. (Nasdaq: ALOY), a media, marketing services, direct marketing and retail company primarily targeting the dynamic Generation Y population, today reported revenues for the fiscal quarter ended July 31, 2005 of $89.2 million and a loss from continuing operations, including preferred stock dividends and accretion, of $3.5 million or $0.08 per diluted share. The net loss attributable to common stockholders was $3.3 million or $0.07 per diluted share. In the second fiscal quarter of 2005, Alloy registered $1.7 million of earnings from continuing operations before interest and other income/expense, income taxes, depreciation and amortization, stock-based compensation expense, spin off costs, restructuring charges, and asset write-downs due to impairment ("Adjusted EBITDA"). For additional financial detail, including the reconciliation of Adjusted EBITDA to net income (loss) as determined under GAAP, please refer to the financial tables provided at the end of this release.

Total revenues for the second fiscal quarter of 2005 increased 9.0% to $89.2 million, compared with $81.9 million for the second quarter of fiscal 2004. Second fiscal quarter net merchandise revenues of $43.0 million increased 10.3% compared with $39.0 million for last year's second fiscal quarter. The increase resulted primarily from strength in the direct marketing segment as all of the company's direct marketing titles exceeded last year's second fiscal quarter sales and gross margin levels. Second fiscal quarter sponsorship and other revenues also increased from $42.8 million for last year's second fiscal quarter to $46.2 million for the second quarter of fiscal 2005, a 7.8% increase. Second fiscal quarter gross profit increased to $48.2 million, or 54.1% of revenues, compared with $39.7 million, or 48.4% of revenues, for the comparable period last year, driven primarily by significant gross margin improvement in our promotional marketing business and the previously noted improvements in the direct marketing segment of our merchandising business.

Operating expenses were $50.4 million for the second quarter of fiscal 2005 versus $49.1 million for the second quarter of fiscal 2004. Contributing to the increase were expenses of $0.4 million associated with the anticipated separation of our merchandising business from our media and marketing services business (i.e., the spin off transaction) later in the year and $0.9 million of impairment charges also associated with long lived assets in our merchandising business. Despite these one-time charges, operating expenses decreased as a percentage of total revenues to 56.6% for the second quarter of fiscal 2005 versus 60% for the second quarter of fiscal 2004. The percentage decrease resulted primarily from the cost savings derived from integrating the operations of dELiA*s, which we acquired in September 2003, into our merchandise operations, along with reduced corporate overhead costs including technology, finance, legal and other fixed overhead expenses. Beginning in the third quarter of fiscal 2004, we began to more fully realize many of the synergies we expected to result from combining our direct marketing operations with those of dELiA*s, leveraging our combined scale, selling across our combined databases while controlling overall catalog circulation, and consolidating fulfillment operations.

The loss from continuing operations, including preferred dividends and accretion, for the second quarter of fiscal 2005 was $3.5 million, or $0.08 per diluted share compared with a loss of $11.8 million for last year's second fiscal quarter or $0.28 per diluted share. The net loss for the second quarter of fiscal 2005 was $3.1 million, compared with a net loss of $11.2 million for last fiscal year's second quarter. Net loss attributable to common stockholders for the second quarter of fiscal 2005 was $3.3 million, or $0.07 per diluted share, compared with a net loss attributable to common stockholders of $11.6 million, or $0.27 per diluted share, for last year's fiscal second quarter. Our weighted average common shares outstanding now include the impact of the conversion of the Series B Redeemable Convertible Preferred Stock into approximately 3.3 million shares of Alloy Inc. common stock on June 15, 2005. Adjusted EBITDA transitioned from a loss of $5.4 million for the second quarter of fiscal 2004 to earnings of $1.7 million for the second quarter of fiscal 2005.

Commenting on the quarter, Matt Diamond, Chairman and Chief Executive Officer stated, "We are pleased to report that we made meaningful progress toward improved sustained profitability in both our merchandising and sponsorship businesses. During the second quarter in both the merchandise and the media and marketing services businesses we saw a combination of improved sales productivity, margin expansion and a lower overall cost structure that lead to improved profitability. We look forward to building on these improvements as well as executing on our previously announced dELiA*s retail store roll-out plan."

Looking ahead, Mr. Diamond concluded, "As you have seen today by our filing of a Form S-1 Registration Statement with the Securities and Exchange Commission, it is the Company's intention to spin-off the merchandising business from our media and marketing services business in the near term. We are working to complete this transaction prior to the close of our fiscal year." As previously announced, in fiscal 2005 the Company will not be providing an earnings per share or Adjusted EBITDA target range for the year. Instead, during our quarterly conference calls we will provide a recap and outlook for key operating metrics that we expect will influence our earnings per share and Adjusted EBITDA and our strategies to improve these metrics along with our actual financial results throughout the year.

Total revenues for the six months ended July 31, 2005 increased 6.8% to $176.9 million compared with $165.7 million for the six months ended July 31, 2004. Net merchandise revenues for the six months ended July 31, 2005 of $87.5 million were up 10.3% versus $79.3 million for the six months ended July 31, 2004. Sponsorship and other revenues of $89.4 million for the six-month period ended July 31, 2005 increased 3.5% compared with $86.4 million for the same period last year. Gross profit for the six months ended July 31, 2005 increased to $91.0 million, or 51.5% of revenues, compared with $79.0 million, or 47.7% of revenues, for the first six months of fiscal 2004. Operating expenses were flat at $96.8 million for the six months ended July 31, 2005 and 2004. However, operating expenses decreased as a percentage of total revenues to 54.7% for the six months ended July 31, 2005 versus 58.4% for the six months ended July 31, 2004. The loss from continuing operations, including preferred stock dividends and accretion, for the six months ended July 31, 2005 was $8.5 million, or $0.20 per diluted share compared with a loss of $21.3 million for the six months ended July 31, 2004 or $0.50 per diluted share. Net loss for the six months ended July 31, 2005 was $19.0 million, compared with a net loss of $20.4 million for the six months ended July 31, 2004. Net loss attributable to common stockholders for the six months ended July 31, 2005 was $19.6 million, or $0.45 per diluted share, compared with net loss attributable to common stockholders of $21.2 million, or $0.50 per diluted share for the six months ended July 31, 2004.

The 2005 results reflect management's sale of the operations of Dan's Competition ("Dan's") in June 2005. Accordingly, the company's results reflect Dan's as a discontinued operation and include a loss on disposition of the related net assets of approximately $11.4 million. Approximately $13 million in net proceeds were received from the sale. The 2004 results have been restated to reflect Dan's as a discontinued operation.

About Alloy

Alloy, Inc. is a media, marketing services, direct marketing and retail company primarily 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 31 million Generation Y consumers each month and is comprised of two distinct divisions: Alloy Media + Marketing and Alloy Merchandising Group. Alloy Media + Marketing is one of the largest providers of targeted media and promotional marketing programs incorporating such industry recognized divisions as Alloy Marketing & Promotions (AMP), 360 Youth, American Multicultural Marketing (AMM), Market Place Media (MPM), Alloy Education, Alloy Entertainment, and Alloy Out-of-Home. Working with these groups, marketers can connect with their targeted audience through a host of advertising and marketing programs incorporating Alloy's wide ranging media and marketing assets such as direct mail catalogs, college and high school newspapers, Web sites, display media boards, college guides, and promotional events. Alloy Merchandising Group, our direct marketing and retail store division, includes the dELiA*s, Alloy, and CCS brand names and sells apparel, accessories, footwear, room furnishings and action sports equipment directly to the youth market through catalogs, websites and retail stores. For further information regarding Alloy, please visit our corporate website at (www.alloyinc.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.delias.com, and www.ccs.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, 2005, 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, to changes in management's expectations or otherwise, except as may be required by law.

                             Alloy, Inc.
            CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
           (In thousands, except share and per share data)
                             (Unaudited)



                            Three      Three        Six        Six
                            Months     Months      Months     Months
                            Ended      Ended       Ended      Ended
                          7/31/2004  7/31/2005   7/31/2004  7/31/2005

Net merchandise revenues    $39,009    $43,031     $79,302    $87,461
Sponsorship and other
 revenues                    42,843     46,171      86,409     89,438
                         ---------------------- ----------------------
Total revenues               81,852     89,202     165,711    176,899
Cost of goods sold           42,195     40,969      86,722     85,857
                         ---------------------- ----------------------
Gross profit                 39,657     48,233      78,989     91,042

Selling and marketing
 expenses                    35,941     38,888      70,695     74,348
General and
 administrative expenses     11,216      9,408      22,434     18,931
Amortization of acquired
 intangible assets            1,404        749       2,663      1,842
Stock-based compensation        352         84         703        139
Impairment of long-lived
 assets                           0        889           0        924
Spin off costs                    0        427           0        615
Restructuring charges           192          0         318          0
                         ---------------------- ----------------------
Total operating expenses     49,105     50,445      96,813     96,799

Loss from continuing
 operations before
 interest and other
 income (expense) and
 income taxes                (9,448)    (2,212)    (17,824)    (5,757)

Interest and other income
 (expense), net              (1,829)    (1,043)     (2,515)    (2,106)

                         ---------------------- ----------------------
Loss from continuing
 operations before income
 taxes                      (11,277)    (3,255)    (20,339)    (7,863)
Income tax expense              110         17         120         66
                         ---------------------- ----------------------
Loss from continuing
 operations                 (11,387)    (3,272)    (20,459)    (7,929)

Discontinued operations
  Income (loss) from
   operations of
   discontinued Dan's
   Competition (including
   loss on disposal of
   11,405), net of tax          232        213          61    (11,029)

                         ---------------------- ----------------------
Net loss                    (11,155)    (3,059)    (20,398)   (18,958)

Preferred stock dividend
 and accretion                  401        217         795        620
                         ---------------------- ----------------------
Net loss attributable to
 common stockholders       ($11,556)   ($3,276)   ($21,193)  ($19,578)

Basic loss per common
 share:
  Loss from continuing
   operations including
   preferred stock
   dividends and
   accretion                 ($0.28)    ($0.08)     ($0.50)    ($0.20)
  Income (loss) from
   discontinued
   operations                 $0.01      $0.01       $0.00     ($0.25)
                         ---------------------- ----------------------
  Total basic loss
   attributable to common
   stockholders              ($0.27)    ($0.07)     ($0.50)    ($0.45)
                         ====================== ======================

Diluted loss per common
 share:
  Loss from continuing
   operations including
   preferred stock
   dividends and
   accretion                 ($0.28)    ($0.08)     ($0.50)    ($0.20)
  Income (loss) from
   discontinued
   operations                 $0.01      $0.01       $0.00     ($0.25)
                         ---------------------- ----------------------
  Total diluted loss
   attributable to common
   stockholders              ($0.27)    ($0.07)     ($0.50)    ($0.45)
                         ====================== ======================

Weighted average basic
 common shares
 outstanding:            42,711,248 44,619,471  42,531,538 43,796,270
                         ====================== ======================

Weighted average diluted
 common shares
 outstanding :           42,711,248 44,619,471  42,531,538 43,796,270
                         ====================== ======================

Reconciliation of EBTA
 and Adjusted EBITDA to
 GAAP Results (1):
-------------------------
Net loss from continuing
 operations                ($11,387)   ($3,272)   ($20,459)   ($7,929)
Income tax expense              110         17         120         66
Amortization of acquired
 intangible assets            1,404        749       2,663      1,842
Stock-based compensation        352         84         703        139
Impairment of long-lived
 assets                           0        889           0        924
Spin off costs                    0        427           0        615
Restructuring charges           192          0         318          0
----------------------------------------------- ----------------------
EBTA excluding stock-
 based compensation,
 restructuring, asset
 write-downs and spin
 off costs                  ($9,329)   ($1,106)   ($16,655)   ($4,343)
Interest and other income
 (expense), net              (1,829)    (1,043)     (2,515)    (2,106)
Depreciation and
 amortization                 2,121      1,806       4,331      3,743
----------------------------------------------- ----------------------
Adjusted EBITDA             ($5,379)    $1,743     ($9,809)    $1,506
                         ====================== ======================

(1) 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 required under 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,  July 31,
                                                    2005       2005
                                                (unaudited)(unaudited)
Assets
Current Assets
  Cash and cash equivalents                        $25,137    $30,680
  Marketable securities                              6,341      2,001
  Accounts receivable, net                          39,657     42,220
  Inventories                                       26,623     32,909
  Prepaid catalog costs                              2,588      3,869
  Other current assets                               6,651      6,107
  Current assets of discontinued operations          2,763          0
                                                ----------------------
      Total current assets                         109,760    117,786

Property and equipment, net                         24,505     23,980
Goodwill, net                                      185,763    185,763
Intangible and other assets, net                    17,159     15,461
Noncurrent assets of discontinued operations        21,946          0
                                                ----------------------
      Total assets                                $359,133   $342,990
                                                ======================

Liabilities and Stockholders' Equity
Current Liabilities
  Accounts payable                                 $29,287    $22,403
  Deferred revenues                                 18,144     18,137
  Mortgage Note payable                                160        172
  Bank Loan Payable                                      0      3,922
  Accrued expenses and other current
   liabilities                                      26,433     32,097
  Current liabilities of discontinued
   operations                                          822        302
                                                ----------------------
      Total current liabilities                      74,846     77,033

Long term liabilities                                6,209      6,271
Convertible debt                                    69,300     69,300

Series B Preferred Stock                            16,042          0

Stockholders' Equity                               192,736    190,386
                                                ----------------------
      Total liabilities and stockholders'
       equity                                     $359,133   $342,990
                                                ======================

CONTACT: Alloy, Inc.
James K. Johnson, 212-244-4307
SOURCE: Alloy, Inc.