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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED AUGUST 3, 2002
COMMISSION FILE NUMBER 0-19714
E COM VENTURES, INC.
STATE OF FLORIDA I.R.S. NO. 65-0977964
11701 N.W. 101ST ROAD
MIAMI, FLORIDA 33178
TELEPHONE NUMBER: (305) 889-1600
Indicate by check mark whether the registrant, (1) has filed all reports
required to be filed by Dection 13 or 15(d) of the Decurities Exchange Act of
1934 during the preceding twelve (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 ninety (90) days.
YES [X] NO [ ]
COMMON STOCK $.01 PAR VALUE
OUTSTANDING SHARES AT
AUGUST 3, 2002, 2,376,001
TABLE OF CONTENTS
E COM VENTURES, INC. AND SUBSIDIARIES
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited).......................................................3
Consolidated Condensed Balance Sheets..................................................3
Consolidated Condensed Statements of Operations........................................4
Consolidated Condensed Statements of Cash Flows........................................5
Notes to Consolidated Condensed Financial Statements...................................6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.............................................................12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISKS..........................................................................18
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.....................................................................18
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.............................................18
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.......................................................18
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................................18
ITEM 5. OTHER INFORMATION.....................................................................18
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................................................18
SIGNATURES......................................................................................19
CERTIFICATIONS..................................................................................20
2
PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
E COM VENTURES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
AUGUST 3, 2002 FEBRUARY 2, 2002
-------------- ----------------
ASSETS:
Current assets:
Cash and cash equivalents $ 2,024,588 $ 1,600,787
Trade receivables, net 1,133,351 635,240
Advances to suppliers 4,976,920 3,426,525
Inventories, net 67,161,836 68,387,570
Prepaid expenses and other current assets 974,108 1,336,287
Due from affiliate 1,938,525 811,169
Investments available for sale 230,664 1,313,740
------------- -------------
Total current assets 78,439,992 77,511,318
Property and equipment, net 18,726,286 21,348,967
Goodwill and other intangible assets 2,624,545 2,740,315
Other assets, net 848,312 958,026
------------- -------------
Total assets $ 100,639,135 $ 102,558,626
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Bank line of credit $ 34,861,004 $ 30,734,662
Current portion of long-term debt 249,029 454,219
Accounts payable, non-affiliates 16,674,182 17,924,889
Accounts payable, affiliates 19,669,894 16,767,667
Accrued expenses and other liabilities 5,770,261 5,956,743
Subordinated note payable, affiliate -- 100,000
Current portion of obligations under capital leases 1,569,730 1,664,827
Current portion of convertible notes payable 2,965,215 1,148,429
------------- -------------
Total current liabilites 81,759,315 74,751,436
Long-term debt, less current portion -- 31,860
Long-term portion of obligations under capital leases 335,622 1,076,106
Long-term portion of convertible notes payable -- 4,095,811
------------- -------------
Total liabilities 82,094,937 79,955,213
------------- -------------
Commitments and contingencies -- --
Shareholders' equity:
Preferred stock, $.10 par value, 1,000,000
shares authorized, none issued -- --
Common stock, $.01 par value, 6,250,000 shares
authorized; 3,155,953 and 2,980,305 shares issued
in fiscal years 2002 and 2001, respectively 31,560 29,803
Additional paid-in capital 71,624,845 71,455,401
Treasury stock, at cost, 779,952 and 766,802 shares
in fiscal years 2002 and 2001, respectively (7,085,940) (7,038,638)
Accumulated deficit (41,829,116) (39,202,863)
Notes and interest receivable from shareholder and officer (3,367,142) (2,881,624)
Accumulated other comprehensive (loss) income (830,009) 241,334
------------- -------------
Total shareholders' equity 18,544,198 22,603,413
------------- -------------
Total liabilities and shareholders' equity $ 100,639,135 $ 102,558,626
============= =============
See accompanying notes to consolidated condensed financial statements.
3
E COM VENTURES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
THIRTEEN WEEKS THIRTEEN WEEKS TWENTY-SIX WEEKS TWENTY-SIX WEEKS
ENDED ENDED ENDED ENDED
AUGUST 3, 2002 AUGUST 4, 2001 AUGUST 3, 2002 AUGUST 4, 2001
-------------- -------------- -------------- --------------
Net sales $ 48,089,158 $ 44,201,926 $ 88,257,840 $ 84,784,441
Cost of goods sold 28,090,185 25,534,755 50,929,609 49,455,585
------------ ------------ ------------ ------------
Gross profit 19,998,973 18,667,171 37,328,231 35,328,856
------------ ------------ ------------ ------------
Operating expenses:
Selling, general and administrative 18,689,104 17,854,714 35,923,203 35,140,697
Depreciation and amortization 1,455,435 1,724,488 2,947,080 3,494,038
------------ ------------ ------------ ------------
Total operating expenses 20,144,539 19,579,202 38,870,283 38,634,735
------------ ------------ ------------ ------------
Loss from operations (145,566) (912,031) (1,542,052) (3,305,879)
------------ ------------ ------------ ------------
Interest expense, net (540,356) (803,257) (1,084,202) (1,811,857)
------------ ------------ ------------ ------------
Net loss $ (685,922) $ (1,715,288) $ (2,626,254) $ (5,117,736)
============ ============ ============ ============
Net loss per common share:
Basic $ (0.28) $ (0.70) $ (1.07) $ (2.06)
============ ============ ============ ============
Diluted $ (0.28) $ (0.70) $ (1.07) $ (2.06)
============ ============ ============ ============
Weighted average number of common
shares outstanding:
Basic 2,482,780 2,442,242 2,452,094 2,484,569
============ ============ ============ ============
Diluted 2,482,780 2,442,242 2,452,094 2,484,569
============ ============ ============ ============
See accompanying notes to consolidated condensed financial statements.
4
E COM VENTURES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
TWENTY-SIX WEEKS ENDED TWENTY-SIX WEEKS ENDED
AUGUST 3, 2002 AUGUST 4, 2001
----------------------- -----------------------
Cash flows from operating activities:
Net loss $(2,626,254) $(5,117,736)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Provision for doubtful accounts -- 30,000
Provision for impairment of inventory -- 279,155
Provision for impairment of assets and store closing 380,470 493,713
Depreciation and amortization 2,947,080 3,494,038
Change in operating assets and liabilities:
Trade receivables (498,111) 907,597
Advances to suppliers (1,550,395) (275,856)
Inventories 1,225,734 (907,849)
Prepaid expenses and other current assets 362,179 1,545,415
Due from affiliate (1,127,356) (487,149)
Other assets 113,728 170,246
Accounts payable 1,651,520 5,079,903
Accrued expenses and other liabilities (306,151) 325,198
----------- -----------
Net cash provided by operating activities 572,444 5,536,675
----------- -----------
Cash flows from investing activities:
Additions to property and equipment (473,110) (682,687)
Proceeds from sale of investments 11,733 --
----------- -----------
Net cash used in investing activities (461,377) (682,687)
----------- -----------
Cash flows from financing activities:
Net borrowings and (repayments) under bank line of credit 4,126,342 (2,074,233)
Repayment of notes payable (237,050) --
Repayment of subordinated notes payable, affiliate (100,000) --
Principal payments under capital lease obligations (835,581) (764,185)
Net (advances to) repayments by shareholders and officers (485,518) 276,146
Repayment of convertible notes payable (2,108,157) (1,600,000)
Exercise of stock options -- 9,500
Purchases of treasury stock (47,302) (732,799)
----------- -----------
Net cash provided by (used in) financing activities 312,734 (4,885,571)
----------- -----------
Increase (decrease) in cash and cash equivalents 423,801 (31,583)
Cash and cash equivalents at beginning of period 1,600,787 2,219,768
----------- -----------
Cash and cash equivalents at end of period $ 2,024,588 $ 2,188,185
=========== ===========
See accompanying notes to consolidated condensed financial statements.
5
E COM VENTURES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - OPERATIONS AND BASIS OF PRESENTATION
E Com Ventures, Inc., a Florida Corporation (the "Company" or "ECOMV"),
is a holding company that owns and operates Perfumania Inc. ("Perfumania"), a
Florida corporation which is a specialty retailer and wholesaler of fragrances
and related products, and perfumania.com, inc., an Internet retailer of
fragrance and other specialty items. It also has an investment in Nimbus Group,
Inc., ("Nimbus"), a company listed on the American Stock Exchange (Symbol NMC).
Perfumania's retail stores are located in regional malls,
manufacturer's outlet malls, airports and on a stand-alone basis in suburban
strip shopping centers. The number of retail stores in operation at August 3,
2002 and August 4, 2001, were 241 and 248, respectively.
The consolidated condensed financial statements include the accounts of
ECOMV and subsidiaries. All material intercompany balances and transactions have
been eliminated in consolidation.
The accompanying unaudited consolidated condensed financial statements
have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission (the "SEC"). Certain information and note
disclosures normally included in annual financial statements, prepared in
accordance with accounting principles generally accepted in the United States of
America, have been condensed or omitted pursuant to those rules and regulations.
The financial information presented herein, which is not necessarily indicative
of results to be expected for the current fiscal year, reflect all adjustments,
consisting of only normal accruals which in the opinion of management, are
necessary for a fair presentation of the interim unaudited consolidated
condensed financial statements. It is suggested that these consolidated
condensed financial statements be read in conjunction with the financial
statements and the notes thereto included in our Annual Report on Form 10-K for
the fiscal year ended February 2, 2002 filed with the SEC on May 3, 2002.
RECLASSIFICATION
Certain fiscal year 2001 amounts have been reclassified to conform with
the fiscal year 2002 presentation.
NOTE 2 - GOODWILL AND OTHER INTANGIBLE ASSETS
On February 3, 2002, the Company adopted Statement of Financial
Accounting Standards No. 142 ("SFAS No. 142"), "Goodwill and Other Intangible
Assets," which eliminated the amortization of goodwill and other intangible
assets with indefinite useful lives. During the second quarter of fiscal year
2002, the Company completed its testing for impairment of goodwill and other
intangible assets which did not result in any impairment. Goodwill and
intangible assets will be tested for impairment at least annually and more
frequently if an event occurs which indicates the goodwill or intangible assets
may be impaired.
AS OF AUGUST 3, 2002 AS OF FEBRUARY 2, 2002
------------------------------------ ----------------------------------
GROSS ACCUMULATED GROSS ACCUMULATED
AMOUNT AMORTIZATION AMOUNT AMORTIZATION
----------------- ----------------- ----------------- --------------
Goodwill $ 2,913,735 $ 1,009,284 $ 2,913,735 $ 1,009,284
Other intangible assets 1,163,430 443,336 1,163,430 327,566
----------------- ----------------- ----------------- --------------
$ 4,077,165 $ 1,452,620 $ 4,077,165 $ 1,336,850
================= ================= ================= ==============
6
Amortization of intangible assets totaled approximately $0.1 million for
the first twenty-six weeks of fiscal year 2002, and amortization of goodwill and
intangible assets totaled approximately $0.4 million for the first twenty-six
weeks of fiscal year 2001. Without goodwill amortization, pro forma net loss
would have decreased approximately $0.3 million for the first twenty-six weeks
of fiscal year 2001. Reported loss per share would have decreased by $0.12. It
is anticipated that amortization of "other intangible assets" will continue at
approximately $0.2 million per year for each of the next three years.
NOTE 3 - BANK LINE OF CREDIT
Perfumania's three year senior secured credit facility with GMAC
Commercial Finance LLC provides for borrowings of up to $40 million, of which
approximately $2.8 million was available at August 3, 2002, and supports normal
working capital requirements and other general corporate purposes. Advances
under the line of credit are based on a formula of eligible inventories and
bears interest at a floating rate ranging from (a) prime less 0.75% to prime
plus 1% or (b) LIBOR plus 1.75% to 3.50% depending on a financial ratio test. As
of August 3, 2002, the credit facility bore interest at 4.3%. Borrowings are
secured by a first lien on all assets of Perfumania and the assignment of a life
insurance policy on the Chairman and Chief Executive Officer of the Company. The
credit facility contains limitations on additional borrowings, capital
expenditures and other items, and contains various covenants including
maintenance of minimum net worth, and certain key ratios, as defined by the
lender. As of August 3, 2002, Perfumania was in compliance with all financial
covenants.
NOTE 4 - BASIC AND DILUTED LOSS PER COMMON SHARE
Basic loss per common share has been computed by dividing net loss by the
weighted average number of common shares outstanding during the period. Diluted
loss per share includes, in periods in which they have a dilutive effect, the
impact of common shares issuable upon exercise of stock options and other common
stock equivalents. For all periods presented in the accompanying consolidated
condensed statements of operations, incremental shares attributed to outstanding
stock options and convertible notes were not included because the results would
be anti-dilutive.
NOTE 5 - COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) represents all non-owner changes in
shareholders' equity and consists of the following:
THIRTEEN WEEKS THIRTEEN WEEKS TWENTY-SIX WEEKS TWENTY-SIX WEEKS
ENDED ENDED ENDED ENDED
AUGUST 3, 2002 AUGUST 4, 2001 AUGUST 3, 2002 AUGUST 4, 2001
------------------ ------------------- ------------------- -------------------
Net loss $ (685,922) $(1,715,288) $(2,626,254) $(5,117,736)
Net unrealized loss
on investments (1,123,236) (110,302) (1,071,343) (390,426)
----------- ----------- ----------- -----------
Total comprehensive loss $(1,809,158) $(1,825,590) $(3,697,597) $(5,508,162)
----------- ----------- ----------- -----------
7
NOTE 6 - SEGMENT INFORMATION
Perfumania operates in two industry segments, specialty retail sales and
wholesale distribution of fragrances and related products. Financial information
for these segments is summarized in the following table.
THIRTEEN WEEKS THIRTEEN WEEKS TWENTY-SIX WEEKS TWENTY-SIX WEEKS
ENDED ENDED ENDED ENDED
AUGUST 3, 2002 AUGUST 4, 2001 AUGUST 3, 2002 AUGUST 4, 2001
------------------- ------------------ ------------------- ------------------
Net sales to external customers:
Retail $46,525,877 $42,379,213 $86,159,663 $77,278,995
Wholesale 1,563,281 1,822,713 2,098,177 7,505,446
----------- ----------- ----------- -----------
Total net sales to external
customers $48,089,158 $44,201,926 $88,257,840 $84,784,441
----------- ----------- ----------- -----------
Cost of goods sold:
Retail $26,931,540 $24,094,614 $49,350,923 $43,537,922
Wholesale 1,158,645 1,440,141 1,578,686 5,917,663
----------- ----------- ----------- -----------
Total cost of goods sold: $28,090,185 $25,534,755 $50,929,609 $49,455,585
----------- ----------- ----------- -----------
Gross profit:
Retail $19,594,337 $18,284,599 $36,808,740 $33,741,073
Wholesale 404,636 382,572 519,491 1,587,783
----------- ----------- ----------- -----------
Total gross profit $19,998,973 $18,667,171 $37,328,231 $35,328,856
----------- ----------- ----------- -----------
Depreciation and amortization:
Retail $ 1,071,057 $ 1,106,855 $ 2,155,317 $ 2,322,293
Corporate 384,378 617,633 791,763 1,171,745
----------- ----------- ----------- -----------
Total depreciation and
amortization $ 1,455,435 $ 1,724,488 $ 2,947,080 $ 3,494,038
----------- ----------- ----------- -----------
Capital expenditures:
Retail $ 260,246 $ 420,761 $ 340,216 $ 540,102
Corporate 42,397 71,261 132,894 142,585
----------- ----------- ----------- -----------
Total capital expenditures $ 302,643 $ 492,022 $ 473,110 $ 682,687
----------- ----------- ----------- -----------
An unaffiliated customer of the wholesale segment accounted for
approximately 3% and 2%, and 4% and 11% of the consolidated net sales for the
thirteen and twenty-six weeks, respectively ended August 3, 2002 and August 4,
2001.
NOTE 7 - INVESTMENTS AVAILABLE FOR SALE
As of August 3, 2002, the Company owned approximately 1,003,000 shares
of Nimbus Group, Inc. ("Nimbus") common stock representing approximately 13% of
the total outstanding common stock. The investment in Nimbus is shown on the
Company's consolidated condensed balance sheets as investments available for
sale. Ilia Lekach, the Company's Chairman of the Board and Chief Executive
Officer, is Chairman of the Board and Interim Chief Executive Officer of Nimbus.
The carrying value of this investment as of August 3, 2002 totaled approximately
$0.2 million.
NOTE 8 - CONVERTIBLE NOTES PAYABLE
In February 2002, the Company entered into a Convertible Note Option
Repurchase Agreement (the "Agreement") with holders of the Company's outstanding
Series C and D Convertible Notes. The Agreement provides the Company a monthly
option to repurchase the currently remaining $2.4 million outstanding Series C
and D Notes over an eleven month period beginning February 2002, at a price
equal to the unpaid principal balance plus a 20% premium. The portion of the
notes redeemable in each of the eleven months varies as per a specified
redemption schedule. In the event that the Company exercises its monthly option,
the note holders are restricted from converting any part of the remaining
outstanding and unpaid principal balance of such holder's notes into the
Company's common stock. During the first twenty-six weeks of fiscal year 2002,
the Company paid approximately $2.1 million to the note holders, which
represented approximately $1.7 million of principal and approximately $0.4
million of premiums.
8
NOTE 9 - CONTINGENCIES
The Company is involved in legal proceedings in the ordinary course of
business. Management cannot presently predict the outcome of these matters,
although management believes that the Company would have meritorious defenses
and that the ultimate resolution of these matters should not have a materially
adverse effect on the Company's financial position or result of operations.
NOTE 10 - RELATED PARTY TRANSACTIONS
As of August 3, 2002, the Company had a balance due of approximately
$3.4 million from its Chairman and Chief Executive Officer, Ilia Lekach. This
balance is in the form of notes and are recorded as a component of shareholders
equity in the accompanying consolidated balance sheets. Approximately $3.0
million of the notes are due February 1, 2003 with the remainder of
approximately $400,000 due in five years. The notes bear interest at prime plus
1% per annum. Interest has been paid up to the beginning of this fiscal year.
Included in this amount is $100,000 disbursed on August 1, 2002 pursuant to an
existing commitment by the Company to Ilia Lekach. This amount will be repaid to
the Company by September 30, 2002.
Purchases of products from the Company's affiliate, Parlux Fragrances,
Inc. ("Parlux"), whose Chairman of the Board of Directors and Chief Executive
Officer is Ilia Lekach, amounted to approximately $6,023,000 and $8,249,000 for
the first twenty-six weeks of fiscal years 2002 and 2001, respectively,
representing approximately 12.4% and 17.2% of the Company's total purchases,
respectively. The amount due to Parlux at August 3, 2002 was approximately
$16,809,000 which is non-interest bearing and is included in accounts payable
affiliates in the accompanying consolidated condensed balance sheets.
During the first twenty-six weeks of fiscal year 2002, the Company
purchased approximately $5,144,000 of merchandise from a company owned by Zalman
Lekach, one of the Company's directors who is a brother of Ilia Lekach and
approximately $2,762,000 from a company owned by another brother of Ilia and
Zalman Lekach. The amounts due to these companies at August 3, 2002 was
approximately $1,769,000 and $1,092,000, respectively, and are included in
accounts payable affiliates in the accompanying consolidated condensed balance
sheets. These purchases did not include products manufactured or distributed by
Parlux.
As of August 3, 2002, the Company owned approximately 1,003,000 shares
of Nimbus Group, Inc. ("Nimbus") common stock representing approximately 13% of
the total outstanding common stock. The investment in Nimbus is shown on the
Company's consolidated condensed balance sheets as investments available for
sale.
In September 2001, the Company entered into a licensing agreement with
Take To Auction.com, Inc. ("TTA"), a wholly owned subsidiary of Nimbus, to
license the Company's retail fragrance Internet Web site. Under the terms of the
agreement, TTA pays the Company a royalty of 5% of defined product sales for
sales up to $8 million per annum, decreasing to 3% on sales exceeding $11
million per annum. For the first twenty-six weeks of fiscal year 2002, sales of
merchandise from the Company to TTA approximated $1,300,000, royalties
approximated $94,000 and the Company was paid approximately $130,000. TTA also
rents approximately 25,000 square feet of warehouse facilities from the Company
for approximately $15,000 per month. As of August 3, 2002, the amount due from
TTA was approximately $1,939,000, and appears as the due from affiliate in the
accompanying consolidated condensed balance sheets.
Nimbus has incurred losses since its inception, has negative working
capital and an accumulated deficit as of June 30, 2002, the date of its last
financial report. Nimbus has recently disclosed in its public filings that it is
negotiating the sale of TTA, its main subsidiary, and is considering an offer to
sell control of Nimbus to a third party. Based on the terms of the proposed
transaction, the proceeds would be sufficient to repay the amount due from TTA.
Management will closely monitor the realization of the amount due and if the
sale of TTA is not successfully consummated, the amount due from TTA is not
likely to be collectible.
9
NOTE 11 - NON-CASH TRANSACTIONS
Supplemental disclosures of non-cash investing and financing activities are
as follows:
TWENTY-SIX WEEKS ENDED TWENTY-SIX WEEKS ENDED
AUGUST 3, 2002 AUGUST 4, 2001
------------------------- --------------------------
Conversion of convertible notes payable and accrued
interest payable in exchange for common stock $ 517,367 $ 115,459
Decrease in accounts payable in exchange for
subordinated notes payable - affiliate $ -- $ 3,000,000
Net unrealized loss on investments available for
sale $(1,071,343) $ (390,426)
Cash paid during the period for:
Interest $ 1,150,303 $ 1,969,665
Income taxes $ -- $ 150,000
NOTE 12 - REVERSE STOCK SPLIT
The Company's Board of Directors authorized a one-for-four reverse stock
split of the Company's outstanding shares of common stock for shareholders of
record as of March 20, 2002. Accordingly, all data shown in the accompanying
consolidated condensed financial statements and notes has been retroactively
adjusted to reflect this change.
NOTE 13 - RECENT ACCOUNTING STANDARDS
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 142 ("SFAS 142"), Goodwill and
Other Intangible Assets. This Statement affected the Company's treatment of
goodwill and other intangible assets at the start of fiscal year 2002. The
Statement requires that goodwill existing at the date of adoption be reviewed
for possible impairment and that impairment tests be periodically repeated, with
impaired assets written down to fair value. Additionally, existing goodwill and
intangible assets must be assessed and classified consistent with the
Statements' criteria. Amortization of goodwill and other intangible assets with
indefinite useful lives will cease. Intangible assets with estimated useful
lives will continue to be amortized over those periods. Goodwill amortization
will no longer be recorded. The Company adopted SFAS 142 for the fiscal year
beginning February 3, 2002, and completed its testing of impairment of goodwill
and intangible assets during the second quarter of fiscal year 2002. Based on
this testing, the Company concluded that goodwill and intangible assets was not
impaired.
In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 143 ("SFAS 143"), Accounting For Asset Retirement Obligations. This
Statement requires capitalizing any retirement costs as part of the total cost
of the related long-lived asset and subsequently allocating the total expense to
future periods using a systematic and rational method. Adoption of this
Statement is required for fiscal years beginning after June 15, 2002. The
Company does not expect a significant impact on its financial position and
results of operations from the adoption of this Statement.
In October 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS 144"), Accounting For The Impairment Or Disposal Of
Long-Lived Assets. This Statement supersedes Statement No. 121 but retains many
of its fundamental provisions. Additionally, this Statement expands the scope of
discontinued operations to include more disposal transactions. The Company
adopted SFAS 144 for the fiscal year beginning February 3, 2002. The adoption of
SFAS 144 did not have a significant impact on the financial statements.
10
In April 2002, the FASB issued Statement of Financial Accounting
Standards No. 145 ("SFAS 145"), Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Correction. This Statement
eliminates extraordinary accounting treatment for reporting gain or loss on debt
extinguishment, and amends other existing authoritative pronouncements to make
various technical corrections, clarifies meanings, or describes their
applicability under changed conditions. The provisions of this Statement are
effective for the Company with the beginning of fiscal year 2003; however, early
application of the Statement is encouraged. Debt extinguishments reported as
extraordinary items prior to scheduled or early adoption of this Statement would
be reclassified in most cases following adoption. The Company does not
anticipate a significant impact on its financial position and results of
operations from adopting this Statement.
In June 2002, the FASB issued Statement of Financial Accounting Standards
No. 146 ("SFAS 146"), Accounting for Costs Associated with Exit or Disposal
Activities. This Statement requires recording costs associated with exit or
disposal activities at their fair values when a liability has been incurred.
Under previous guidance, certain exit costs were accrued upon management's
commitment to an exit plan. Adoption of this Statement is required with the
beginning of fiscal year 2003. The Company does not anticipate a significant
impact on its financial position and results of operations from adopting this
Statement.
11
PART I.
FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RISK FACTORS THAT MAY AFFECT FUTURE RESULTS
Some of the statements in this quarterly report, including those that
contain the words "anticipate," "believe," "plan," "estimate," "expect,"
"should," "intend" and other similar expressions, are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Those forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the Company or its industry to be materially different from
any future results, performance or achievements expressed or implied by those
forward-looking statements.
WE MAY HAVE PROBLEMS RAISING THE MONEY NEEDED IN THE FUTURE
Our growth strategy includes increasing Perfumania's number of stores and
the average retail sales per store. We may need to obtain funding to achieve our
growth strategy. Additional financing may not be available on acceptable terms,
if at all. In order to obtain additional financing, we may be required to issue
securities with greater rights than those currently possessed by holders of our
common stock. We may also be required to take other actions which may lessen the
value of our common stock, including borrowing money on terms that are not
favorable to us.
PERFUMANIA'S BUSINESS IS SUBJECT TO SEASONAL FLUCTUATIONS, WHICH COULD LEAD TO
FLUCTUATIONS IN OUR STOCK PRICE
Perfumania has historically experienced and expects to continue
experiencing higher sales in the third and fourth fiscal quarters than in the
first and second fiscal quarters. Purchases of fragrances as gift items increase
during the Christmas holiday season which results in significantly higher fourth
fiscal quarter retail sales. If our quarterly operating results are below
expectations, our stock price would likely decline. Our quarterly results may
also vary as a result of the timing of new store openings and store closings,
net sales contributed by new stores and fluctuations in comparable sales of
existing stores. Sales levels of new and existing stores are affected by a
variety of factors, including the retail sales environment, the level of
competition, the effect of marketing and promotional programs, acceptance of new
product introductions, adverse weather conditions and general economic
conditions.
PERFUMANIA MAY EXPERIENCE SHORTAGES OF THE MERCHANDISE IT NEEDS BECAUSE IT DOES
NOT HAVE LONG-TERM AGREEMENTS WITH SUPPLIERS
Perfumania's success depends to a large degree on our ability to provide
an extensive assortment of brand name and designer fragrances. Perfumania has no
long-term purchase contracts or other contractual assurance of continued supply,
pricing or access to new products. While we believe that Perfumania has good
relationships with its suppliers, if Perfumania is unable to obtain merchandise
from one or more key suppliers on a timely basis, or if there is a material
change in Perfumania's ability to obtain necessary merchandise, our results of
operations could be seriously harmed.
PERFUMANIA NEEDS TO SUCCESSFULLY MANAGE ITS GROWTH
Even though Perfumania has grown significantly in the past several years,
it may not be able to sustain the growth in revenues that it has achieved
historically. Perfumania's growth is somewhat dependent upon opening and
operating new retail stores on a profitable basis, which in turn is subject to,
among other things, securing suitable store sites on satisfactory terms, hiring,
training and retaining qualified management and other personnel, having adequate
capital resources and successfully integrating new stores into existing
operations. It is possible that Perfumania's new stores might not achieve sales
and profitability comparable to existing stores, and it is possible that the
opening of new locations might adversely effect sales at existing locations.
PERFUMANIA COULD BE SUBJECT TO LITIGATION BECAUSE OF THE MERCHANDISING ASPECT
OF ITS BUSINESS
Some of the merchandise Perfumania purchases from suppliers might be
manufactured by entities who are not the owners of the trademarks or copyrights
for the merchandise. This practice is common in the fragrance and cosmetics
business. The owner of a particular trademark or copyright may challenge
Perfumania to demonstrate that the specific merchandise was produced and sold
with the proper authority and if Perfumania is unable to demonstrate this, it
12
could, among other things, be restricted from reselling the particular
merchandise. This type of restriction could seriously harm Perfumania's business
and results of operations.
FUTURE GROWTH MAY PLACE STRAINS ON OUR MANAGERIAL, OPERATIONAL AND FINANCIAL
RESOURCES
If we grow as expected, a significant strain on our managerial,
operational and financial resources may occur. Further, as the number of our
users, advertisers and other business partners grow, we will be required to
manage multiple relationships with various customers, strategic partners and
other third parties. Future growth or increase in the number of our strategic
relationships could strain our managerial, operational and financial resources,
inhibiting our ability to achieve the rapid execution necessary to successfully
implement our business plan. In addition, our future success will also depend on
our ability to expand our sales and marketing organization and our support
organization commensurate with the growth of our business and the Internet.
WE ARE SUBJECT TO INTENSE COMPETITION
Some of Perfumania's competitors sell fragrances at discount prices, and
some are part of large national or regional chains that have substantially
greater resources and name recognition than Perfumania. Perfumania's stores
compete on the basis of selling price, customer service, merchandise variety,
store location and ambiance. Many of our current and potential competitors have
greater financial, technical, operational, and marketing resources. We may not
be able to compete successfully against these competitors in developing our
products or services.
EXPANDING OUR BUSINESS THROUGH ACQUISITIONS AND INVESTMENTS IN OTHER BUSINESSES
AND TECHNOLOGIES PRESENTS SPECIAL RISKS
We may expand through the acquisition of and investment in other
businesses. Acquisitions involve a number of special problems, including:
o difficulty integrating acquired technologies, operations, and
personnel with our existing business;
o diversion of management's attention in connection with both
negotiating the acquisitions and integrating the assets;
o the need for additional funding;
o strain on managerial and operational resources as management tries to
oversee larger operations; and
o exposure to unforeseen liabilities of acquired companies.
We may not be able to successfully address these problems. Moreover, our
future operating results will depend to a significant degree on our ability to
successfully manage growth and integrate acquisitions. In addition, many of our
investments may be in early-stage companies with limited operating histories and
limited or no revenues. We may not be able to successfully develop these
early-stage companies.
13
RESULTS OF OPERATIONS
COMPARISON OF THE THIRTEEN WEEKS ENDED AUGUST 3, 2002 WITH THE THIRTEEN WEEKS
ENDED AUGUST 4, 2001.
Net sales increased from $44.2 million in the thirteen weeks ended August
4, 2001, to $48.1 million in the thirteen weeks ended August 3, 2002. Wholesale
sales decreased 14.2% (from $1.8 million to $1.6 million) and retail sales
increased by 9.8% (from $42.4 million to $46.5 million). The decrease in
wholesale sales was due to management's decision to concentrate on more
profitable retail sales. The increase in retail sales was principally due to an
11.9% increase in comparable store sales as the average number of stores
operated during the thirteen weeks ended August 3, 2002 decreased to 241 from
249 in the thirteen weeks ended August 4, 2001.
Gross profit increased 7.1% from $18.7 million in the thirteen weeks
ended August 4, 2001 (42.2% of net sales) to $20.0 million in the thirteen weeks
ended August 3, 2002 (41.6% of net sales) due to increases in gross profit for
both the retail and wholesale divisions.
Gross profit for the wholesale division was $0.4 million in both the
thirteen weeks ended August 3, 2002 and August 4, 2001. As a percentage of
wholesale sales, gross profit for the wholesale division increased from 21.0% in
the thirteen weeks ended August 4, 2001 to 25.9% in the thirteen weeks ended
August 3, 2002.
Gross profit for the retail division increased to $19.6 million in the
thirteen weeks ended August 3, 2002 from $18.3 million in the thirteen weeks
ended August 4, 2001 as a result of the increased retail sales. As a percentage
of retail sales, gross profit for the retail division decreased from 43.1% in
the thirteen weeks ended August 4, 2001 to 42.1% in the thirteen weeks ended
August 3, 2002.
Selling, general and administrative expenses increased 4.7% from $17.9
million in the thirteen weeks ended August 4, 2001 to $18.7 million in the
thirteen weeks ended August 3, 2002. The increase is primarily attributable to
increased incentive compensation paid to store associates due to higher retail
sales.
Depreciation and amortization expense decreased 15.6% from $1.7 million
in the thirteen weeks ended August 4, 2001 to $1.5 million in the thirteen weeks
ended August 3, 2002. The decrease reflects the adoption of SFAS 142 on February
3, 2002 which eliminated the amortization of goodwill and other intangible
assets with indefinite useful lives.
EBITDA, defined as earnings (loss) from operations less depreciation and
amortization, improved by $0.5 million from $0.8 million in the thirteen weeks
ended August 4, 2001 to $1.3 million in the thirteen weeks ended August 3, 2002,
due primarily to improved retail sales despite a weakening economy.
Net interest expense decreased by 32.7% from $0.8 million for the
thirteen weeks ended August 4, 2001 to $0.5 million for the thirteen weeks ended
August 3, 2002. The decrease results from lower interest rates on our bank line
of credit, a lower average outstanding balance on our bank line of credit and a
reduction of convertible notes payable in the thirteen weeks ended August 3,
2002 compared to the thirteen weeks ended August 4, 2001.
As a result of the foregoing, our loss was decreased to ($0.7) million,
or ($0.28) per diluted share, in the thirteen weeks ended August 3, 2002
compared to a net loss of ($1.7) million, or ($0.70) per diluted share, in the
thirteen weeks ended August 4, 2001.
14
COMPARISON OF THE TWENTY-SIX WEEKS ENDED AUGUST 3, 2002 WITH THE TWENTY-SIX
WEEKS ENDED AUGUST 4, 2001.
Net sales increased 4.1% from $84.8 million in the twenty-six weeks ended
August 4, 2001 to $88.3 million in the twenty-six weeks ended August 3, 2002.
The increase in net sales resulted despite a 72.0% decrease in wholesale sales
(from $7.5 million to $2.1 million) offset by an 11.5% increase in retail sales
(from $77.3 million to $86.2 million).
Wholesale sales decreased due to management's decision to concentrate on
more profitable retail sales. Comparable retail store sales increased 14.1%
despite the reduction in the average number of retail stores operated during the
first twenty-six weeks of 2002 compared to the first twenty-six weeks of 2001
from 252 to 242, respectively.
Gross profit increased 5.7% from $35.3 million in the twenty-six weeks
ended August 4, 2001 (41.7% of net sales) to $37.3 million in the twenty-six
weeks ended August 3, 2002 (42.3% of net sales) due to increases in retail sales
which was offset by decreased wholesale sales.
Gross profit for the wholesale division decreased 67.3% from $1.6 million
in the twenty-six weeks ended August 4, 2001 to $0.5 million in the twenty-six
weeks ended August 3, 2002. Gross margin for the wholesale division increased
from 21.2% in the twenty-six weeks ended August 4, 2001 to 24.8% in the
twenty-six weeks ended August 3, 2002.
Gross profit for the retail division increased 9.1% from $33.7 million in
the twenty-six weeks ended August 4, 2001 to $36.8 million in the twenty-six
weeks ended August 3, 2002. The retail division's gross margin was 42.7% in the
twenty-six weeks ended August 3, 2002 compared to 43.7% for the twenty-six weeks
ended August 4, 2001.
Selling, general and administrative expenses increased 2.2% from $35.1
million in the twenty-six weeks ended August 4, 2001 to $35.9 million in the
twenty-six weeks ended August 3, 2002. The increase was primarily attributable
to increased incentive compensation paid to store associates due to higher
retail sales.
Depreciation and amortization expense decreased 15.7% from $3.5 million
in the twenty-six weeks ended August 4, 2001 to $2.9 million in the twenty-six
weeks ended August 3, 2002. The decrease represents the adoption of SFAS 142 on
February 3, 2002 which eliminated the amortization of goodwill and other
intangible assets with indefinite useful lives.
EBITDA, defined as earnings (loss) from operations less depreciation and
amortization, improved by $1.2 million from $0.2 million in the first twenty-six
weeks of 2001 to $1.4 million in the first twenty-six weeks of 2002, due to
increased gross profit.
Net interest expense decreased by 40.2% from $1.8 million for the
twenty-six weeks ended August 4, 2001 to $1.1 million for the twenty-six weeks
ended August 3, 2002. The decrease is primarily due to lower interest costs on
our bank line of credit, a lower average balance on our bank line of credit and
a reduction of convertible notes payable in the twenty-six weeks ended August 3,
2002 compared to the twenty-six weeks ended August 4, 2001.
During the twenty-six weeks ended August 3, 2002 the Company had a net
loss of ($2.6) million or ($1.07) per diluted share, compared to a net loss of
($5.1) million or ($2.06) per diluted share during the twenty-six weeks ended
August 4, 2001.
LIQUIDITY AND CAPITAL RESOURCES
Our principal capital requirements are to fund Perfumania's inventory
purchases, renovate existing stores, and selectively open new stores. For the
first twenty-six weeks of fiscal 2002, these capital requirements generally were
satisfied through borrowings under our credit facility and cash flows from
operations.
At August 3, 2002, we had negative working capital of approximately
($3.3) million compared to working capital of approximately $2.8 million at
15
February 2, 2002. The decrease was primarily due to a decline in investments
available for sale and increases in the bank line of credit and accounts
payable. The decline was augmented by the convertible note payables which mature
in March 2003.
Net cash provided by operating activities during the current period was
approximately $0.6 million compared with approximately $5.5 million for the same
period in the prior year. The change in cash provided by operating activities
was principally a result of the net change in our advances to suppliers,
inventories and accounts payable.
Net cash used in investing activities was approximately $0.5 million,
compared with approximately $0.7 million for the same period in the prior year.
Investing activities represent purchases of fixtures and equipment for store
openings and the renovation of existing stores and information system
improvements.
Net cash provided by financing activities during the current period was
approximately $0.3 million compared with net cash used of approximately $4.9
million for the same time period in the prior year. The change was due primarily
to increased borrowings on our bank line of credit offset by repayments of
convertible notes payables of approximately $2.1 million and advances to
shareholders and officers of approximately $0.5 million.
Perfumania's three year senior secured credit facility with GMAC
Commercial Finance LLC provides for borrowings of up to $40 million, of which
$2.8 million was available at August 3, 2002, and supports normal working
capital requirements and other general corporate purposes. Advances under the
line of credit are based on a formula of eligible inventories and bears interest
at a floating rate ranging from (a) prime less 0.75% to prime plus 1% or (b)
LIBOR plus 1.75% to 3.50% depending on a financial ratio test. As of August 3,
2002, the credit facility bore interest at 4.3%. Borrowings are secured by a
first lien on all assets of Perfumania and the assignment of a life insurance
policy on the Chairman and Chief Executive Officer of the Company. The credit
facility contains limitations on additional borrowings, capital expenditures and
other items, and contains various covenants including maintenance of minimum net
worth, and certain key ratios, as defined by the lender. As of August 3, 2002,
Perfumania was in compliance with all financial covenants of the line.
Management believes that Perfumania's borrowing capacity under its bank
line of credit, projected cash flows from operations and other short term
borrowings will be sufficient to support its working capital needs, capital
expenditures and debt service for at least the next twelve months.
During the twenty-six weeks ended August 3, 2002, Perfumania closed 6
stores. At August 3, 2002, Perfumania operated 241 stores. Management intends to
focus on improving the profitability of its existing stores and expects to open
5 new stores during the third and fourth quarters of fiscal 2002.
RECENT ACCOUNTING STANDARDS
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 142 ("SFAS 142"), Goodwill and
Other Intangible Assets. This Statement affected the Company's treatment of
goodwill and other intangible assets at the start of fiscal year 2002. The
Statement requires that goodwill existing at the date of adoption be reviewed
for possible impairment and that impairment tests be periodically repeated, with
impaired assets written down to fair value. Additionally, existing goodwill and
intangible assets must be assessed and classified consistent with the
Statements' criteria. Amortization of goodwill and other intangible assets with
indefinite useful lives will cease. Intangible assets with estimated useful
lives will continue to be amortized over those periods. Goodwill amortization
will no longer be recorded. The Company adopted SFAS 142 for the fiscal year
beginning February 3, 2002, and completed its testing of impairment of goodwill
and intangible assets during the second quarter of fiscal year 2002. Based on
this testing, the Company concluded that goodwill and intangible assets was not
impaired.
In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 143 ("SFAS 143"), Accounting For Asset Retirement Obligations. This
Statement requires capitalizing any retirement costs as part of the total cost
of the related long-lived asset and subsequently allocating the total expense to
future periods using a systematic and rational method. Adoption of this
Statement is required for fiscal years beginning after June 15, 2002. The
Company does not expect a significant impact on it's financial position and
results of operations from the adoption of this Statement.
16
In October 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS 144"), Accounting For The Impairment Or Disposal Of
Long-Lived Assets. This Statement supersedes Statement No. 121 but retains many
of its fundamental provisions. Additionally, this Statement expands the scope of
discontinued operations to include more disposal transactions. The Company
adopted SFAS 144 for the fiscal year beginning February 3, 2002. The adoption of
SFAS 144 did not have a significant impact on the financial statements.
In April 2002, the FASB issued Statement of Financial Accounting
Standards No. 145 ("SFAS 145"), Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Correction. This Statement
eliminates extraordinary accounting treatment for reporting gain or loss on debt
extinguishment, and amends other existing authoritative pronouncements to make
various technical corrections, clarifies meanings, or describes their
applicability under changed conditions. The provisions of this Statement are
effective for the Company with the beginning of fiscal year 2003; however, early
application of the Statement is encouraged. Debt extinguishments reported as
extraordinary items prior to scheduled or early adoption of this Statement would
be reclassified in most cases following adoption. The Company does not
anticipate a significant impact on its financial position and results of
operations from adopting this Statement.
In June 2002, the FASB issued Statement of Financial Accounting Standards
No. 146 ("SFAS 146"), Accounting for Costs Associated with Exit or Disposal
Activities. This Statement requires recording costs associated with exit or
disposal activities at their fair values when a liability has been incurred.
Under previous guidance, certain exit costs were accrued upon management's
commitment to an exit plan. Adoption of this Statement is required with the
beginning of fiscal year 2003. The Company does not anticipate a significant
impact on its financial position and results of operations from adopting this
Statement.
CRITICAL ACCOUNTING POLICIES
Our condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America. As such, some accounting policies have a significant impact on amounts
reported in these financial statements. A summary of those significant
accounting policies can be found in our 2001 Annual Report on Form 10-K, filed
on May 3, 2002 in the notes to the Consolidated Financial Statements, Note 1.
These policies have been consistently applied in all material respects and
address such matters as principles of consolidation, allowance for doubtful
accounts, investments, impairment of long-lived assets, accrued self-insurance,
revenue recognition and stock based compensation. While the estimates and
judgments associated with the application of these policies may be affected by
different assumptions or conditions, we believe the estimates and judgments
associated with the reported amounts are appropriate in the circumstances. In
addition, the Company has a receivable of approximately $1.9 million from a
related party for which collectibility is highly dependent on a transaction with
a third party (See Note 10 to the Consolidated Condensed Financial Statements).
Management will closely monitor the realization of the amount due and if the
sale of TTA is not successfully consummated, the amount due from TTA is not
likely to be collectible.
17
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
During the quarter ended August 3, 2002, there have been no material
changes in the information about our market risks as of February 3, 2001 as set
forth in Item 7A of the 2000 Form 10-K.
PART II.
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Index to Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
99.1 Certification by Chief Executive
Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section
906 of the Sarbanes - Oxley Act of
2002.
99.2 Certification by Chief Financial
Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section
906 of the Sarbanes - Oxley Act of
2002.
(b) Reports on Form 8-K.
None.
18
E COM VENTURES, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned, thereunto duly authorized.
E COM VENTURES, INC.
-----------------------------------------
(Registrant)
Date: September 13, 2002 By: /s/ ILIA LEKACH
-----------------------------------
Ilia Lekach
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ A. MARK YOUNG
-----------------------------------
A. Mark Young
Chief Financial Officer
(Principal Financial and
Accounting Officer)
19
CERTIFICATIONS
I, Ilia Lekach, certify that:
(1) I have reviewed this quarterly report on Form 10-Q of E Com Ventures, Inc.;
(2) Based on my knowledge, this quarterly 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 quarterly report; and
(3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
Date: September 13, 2002
/s/ Ilia Lekach
- -------------------------
Ilia Lekach
Chief Executive Officer
20
CERTIFICATIONS
I, A. Mark Young, certify that:
(1) I have reviewed this quarterly report on Form 10-Q of E Com Ventures, Inc.;
(2) Based on my knowledge, this quarterly 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 quarterly report; and
(3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
Date: September 13, 2002
/s/ A. Mark Young
- ------------------------------
A. Mark Young
Chief Financial Officer
21