SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 - For the quarter ended March 31, 2003.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
Commission file number 333-07429
333-07429-01
Remington Products Company, L.L.C.
----------------------------------
Remington Capital Corp.
-----------------------
(Exact name of registrants as specified in their charters)
06-1451076
Delaware 06-1451079
- ------------------------------- ----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Nos.)
60 Main Street, Bridgeport, Connecticut 06604
- --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 367-4400
---------------
Securities registered pursuant to Section 12(b) of the Act:
Title of Each class Name of each exchange on which registered
None None
------------------- -----------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
None
-------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
----- -----
REMINGTON PRODUCTS COMPANY, L.L.C.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2003
INDEX
-----
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited):
Consolidated Balance Sheets -
March 31, 2003, December 31, 2002 and March 31, 2002 3
Consolidated Statements of Operations -
For the three months ended March 31, 2003 and 2002 4
Consolidated Statements of Cash Flows -
For the three months ended March 31, 2003 and 2002 5
Notes to Unaudited Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures about Market Risk 13
Item 4. Controls and Procedures 13
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14
Signature 15
Remington Products Company, L.L.C.
Consolidated Balance Sheets
(unaudited in thousands)
March 31, December 31, March 31,
2003 2002 2002
--------- ------------ ---------
ASSETS
Current assets:
Cash and cash equivalents $ 29,978 $ 32,846 $ 7,683
Accounts receivable, less allowance for doubtful
accounts of $4,510 at March 2003, $4,552 at
December 2002 and $4,242 at March 2002 31,726 73,205 37,178
Inventories 53,327 49,122 70,983
Prepaid and other assets 6,120 3,484 4,488
--------- --------- ---------
Total current assets 121,151 158,657 120,332
Property, plant and equipment, net 11,989 12,314 13,024
Goodwill, net 27,720 27,720 27,720
Intangibles, net 24,282 24,399 24,750
Other assets 11,306 12,026 13,762
--------- --------- ---------
Total assets $196,448 $235,116 $199,588
========= ========= =========
LIABILITIES AND MEMBERS' DEFICIT
Current liabilities:
Accounts payable $ 14,504 $ 24,218 $ 8,959
Short-term borrowings - 1,613 2,580
Current portion of long-term debt 290 314 277
Accrued liabilities 29,775 49,960 29,411
--------- --------- --------
Total current liabilities 44,569 76,105 41,227
Long-term debt 180,199 185,163 203,681
Other liabilities 846 839 852
Members' deficit:
Members' deficit (23,257) (19,413) (40,252)
Accumulated other comprehensive loss (5,909) (7,578) (5,920)
--------- -------- ---------
Total members' deficit (29,166) (26,991) (46,172)
--------- --------- ---------
Total liabilities and members' deficit $196,448 $235,116 $199,588
========= ========= =========
See notes to unaudited consolidated financial statements.
3
Remington Products Company, L.L.C.
Consolidated Statements of Operations
(unaudited in thousands)
Three Months Ended March 31,
----------------------------
2003 2002
---- ----
Net sales $47,736 $53,805
Cost of sales 26,394 32,347
-------- --------
Gross profit 21,342 21,458
Selling, general and administrative expenses 19,934 19,650
Amortization of intangibles 117 117
-------- --------
Operating income 1,291 1,691
Interest expense, net 5,505 6,056
Other income (538) (93)
-------- --------
Loss before income taxes (3,676) (4,272)
Provision (benefit) for income taxes 168 (206)
-------- --------
Net loss $(3,844) $(4,066)
======== ========
Net loss applicable to common units $(7,904) $(7,673)
======== ========
See notes to unaudited consolidated financial statements.
4
Remington Products Company, L.L.C.
Consolidated Statements of Cash Flows
(unaudited in thousands)
Three Months Ended March 31,
----------------------------
2003 2002
-------- --------
Cash flows from operating activities:
Net loss $(3,844) $(4,066)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation 714 674
Amortization of intangibles 117 117
Amortization of deferred financing fees 628 618
Other (255) (228)
-------- --------
(2,640) (2,885)
Changes in assets and liabilities:
Accounts receivable 42,460 41,202
Inventories (3,851) 4,041
Accounts payable (9,729) (20,986)
Accrued liabilities (20,388) (9,897)
Other, net (1,784) (933)
-------- --------
Cash provided by operating activities 4,068 10,542
Cash flows from investing activities:
Capital expenditures (325) (683)
-------- -------
Cash flows from financing activities:
Repayments under credit facilities (6,795) (13,794)
Borrowings under credit facilities 46 7,617
Other - (55)
-------- --------
Cash used in financing activities (6,749) (6,232)
Effect of exchange rate changes on cash 138 (31)
-------- --------
Increase (decrease) in cash and cash equivalents (2,868) 3,596
Cash and cash equivalents, beginning of period 32,846 4,087
-------- --------
Cash and cash equivalents, end of period $29,978 $ 7,683
======== ========
Supplemental cash flow information:
Interest paid $ 301 $ 614
Income taxes paid, net $ 39 $ 59
See notes to unaudited consolidated financial statements.
5
Remington Products Company, L.L.C.
Notes to Unaudited Consolidated Financial Statements
1. Basis of Presentation
The accompanying financial statements have been prepared by the Company
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission and according to generally accepted accounting principles in
the United States of America, and reflect all adjustments, consisting only of
normal recurring accruals, which in the opinion of management are necessary for
a fair statement of the results of the interim periods presented. Results of
interim periods may not be indicative of results to be expected for the entire
year. These financial statements do not include all disclosures associated with
annual financial statements and, accordingly, should be read in conjunction with
the notes contained in the Company's audited consolidated financial statements
for the year ended December 31, 2002. Certain prior year amounts have been
reclassified to conform with the current year presentation.
Remington Capital Corp. is a wholly-owned subsidiary of Remington Products
Company, L.L.C. and has no operations of its own.
2. Recent Accounting Pronouncements
In August 2001, SFAS No. 143, Accounting for Asset Retirement Obligations,
was issued. This statement establishes accounting standards for recognition and
measurement of a liability for an asset retirement obligation and the associated
asset retirement cost. SFAS No. 143 is effective for fiscal years beginning
after June 15, 2002.
In June 2002, SFAS No. 146, Accounting for Costs Associated with Exit or
Disposal Activities was issued. This statement provides guidance on the
recognition and measurement of liabilities associated with disposal activities.
SFAS No. 146 is effective for exit or disposal activities that are initiated
after December 31, 2002.
In November 2002, FASB Interpretation No. 45, Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others (FIN No. 45) was issued. FIN No. 45 elaborates on
required disclosures by a guarantor in its financial statements about
obligations under certain guarantees that it has issued and clarifies the need
for a guarantor to recognize, at the inception of certain guarantees, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. FIN No. 45 is effective for fiscal years beginning after December 31,
2002.
In January 2003, FASB Interpretation No. 46, Consolidation of Variable
Interest Entities (FIN No. 46) was issued. FIN No. 46 clarifies the application
of Accounting Research Bulletin No. 51, Consolidated Financial Statements, and
applies immediately to any variable interest entities created after January 31,
2003 and to variable interest entities in which an interest is obtained after
that date.
The adoption of the statements listed above has not had, individually or
collectively, a material impact on the Company's consolidated financial
position, results of operations or cash flows.
6
3. Inventories
Inventories were comprised of the following (in thousands):
March 31, December 31, March 31,
2003 2002 2002
--------- ------------ ---------
Finished goods $50,057 $46,552 $67,080
Work in process and raw materials 3,270 2,570 3,903
------- ------- -------
$53,327 $49,122 $70,983
======= ======= =======
4. Goodwill and Other Intangibles
The Company adopted SFAS No. 142, Goodwill and Other Intangible Assets,
effective January 1, 2002. In accordance with SFAS No. 142, beginning on January
1, 2002, the Company's goodwill and its tradenames, which have been deemed to
have indefinite lives, are no longer being amortized and are subject to annual
impairment tests. As of January 1, 2002 the Company performed the required
transitional impairment tests of goodwill and tradenames and no transitional
impairment was present. As of June 30, 2002 the Company performed the required
annual impairment tests of goodwill and tradenames and no impairment was
present. There can be no assurance that future impairment tests will not result
in a charge to earnings.
Goodwill and other intangible assets were comprised of the following (in
thousands):
March 31, December 31, March 31,
2003 2002 2002
--------- ------------ ---------
Amortized Intangible Assets:
Patents carrying amount $ 4,670 $4,670 $ 4,670
Patents accumulated amortization 3,207 3,090 2,739
------- ------ -------
Patents, net $ 1,463 $1,580 $ 1,931
======= ====== =======
Unamortized Intangible Assets:
Goodwill $27,720 $27,720 $27,720
Tradenames 22,819 22,819 22,819
------- ------- -------
$50,539 $50,539 $50,539
======= ======= =======
Estimated amortization expense is $467 thousand for each of the three years
in the period ending December 31, 2005, $179 thousand for the year ending
December 31, 2006 and zero for each year thereafter.
5. Income Taxes
Federal income taxes on net earnings of the Company are payable directly by
the members pursuant to the Internal Revenue Code. Accordingly, no provision has
been made for Federal income taxes for the Company. The Company provides tax for
certain state and local jurisdictions where it is required to do so.
Furthermore, earnings of certain foreign operations are taxable under local
statutes. In these foreign jurisdictions, deferred taxes on income are provided,
if necessary, for temporary differences reflecting differences between the
financial and tax basis of assets and liabilities. The Company also records
valuation allowances against deferred tax assets where, based on the weight of
available evidence, it is more likely than not that some portion or all of the
deferred tax assets will not be realized.
7
6. Commitments and Contingencies
Pursuant to agreements with certain former executives of the Company, such
former executives' phantom stock awards were cancelled. However, the value of
the vested portion of these awards as of the beginning of 2003, as determined by
the Management Committee, will be paid to the former executives at the time an
'event' occurs which would otherwise require generally payments under the
Company's phantom equity program. The aggregate amount of such contingent
payments is approximately $2.0 million.
The Company is involved in legal and administrative proceedings and claims
of various types. While any litigation contains an element of uncertainty,
management believes that the outcome of each such proceeding or claim which is
pending or known to be threatened, or all of them combined, will not have a
material adverse effect on the Company's consolidated financial position or
results of operations.
7. Comprehensive Loss
Comprehensive loss consists of the following (in thousands):
Three Months Ended March 31,
----------------------------
2003 2002
------ ------
Net loss $(3,844) $(4,066)
Other comprehensive income (loss):
Foreign currency translation adjustments 482 (9)
Net unrealized hedging gain 1,187 271
-------- --------
Comprehensive loss $(2,175) $(3,804)
======== ========
8. Business Segment and Geographical Information
The Company distributes its products through its three operating segments,
which are comprised of 1) the North America segment, which sells product
primarily through mass-merchant retailers, department stores and drug store
chains throughout the United States and Canada, 2) the International segment,
which sells product to similar customers through an international network of
subsidiaries and distributors and 3) the U.S. Service Stores segment, consisting
of Company-owned and operated service stores located throughout the United
States.
8
Information by segment and geographical location is as follows (in thousands):
Three Months Ended March 31,
----------------------------
2003 2002
-------- --------
Net Sales
North America $24,586 $30,600
International 18,089 16,779
U.S. Service Stores 5,061 6,426
-------- --------
Total $47,736 $53,805
======== ========
Operating income (loss)
North America $ 1,999 $ 3,103
International 775 (279)
U.S. Service Stores (652) (342)
Depreciation and amortization (831) (791)
-------- --------
Total $ 1,291 $ 1,691
======== ========
March 31, December 31, March 31,
2003 2002 2002
--------- ------------ ---------
Segment Assets
North America $122,618 $137,112 $135,563
International 37,839 58,050 48,429
U.S. Service Stores 6,013 7,108 7,913
Cash and cash equivalents 29,978 32,846 7,683
-------- -------- --------
Total $196,448 $235,116 $199,588
======== ======== ========
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
The Company is a leading consumer products company focusing on the
development and marketing of personal care products. The Company designs and
distributes electric shavers and accessories, grooming products, hair care
appliances and other small electrical consumer products. The Company distributes
its products through three operating segments which are comprised of 1) the
North America segment, which sells products through mass-merchant retailers,
department stores and drugstore chains throughout the United States and Canada,
2) the International segment, which sells products to similar customers through
an international network of subsidiaries and distributors, and 3) the U.S.
Service Stores segment consisting of Company-owned and operated service stores
throughout the United States.
Sales of the Company's products are highly seasonal, with a large
percentage of net sales occurring during the fourth quarter of each year while
the first quarter of each year is generally the Company's weakest quarter. As a
result of this seasonality, the Company's inventory and working capital needs
fluctuate substantially during the year.
9
Results of Operations
The following table sets forth the Company's unaudited consolidated
statements of operations, including net sales and operating income by its North
American, International and U.S. Service Stores operating segments for the three
months ended March 31, 2003 and 2002 (in millions except for percentages).
Three Months Ended March 31,
----------------------------------------------
2003 2002
----------------- -----------------
$ % $ %
----- ----- ----- -----
Net Sales:
North America $24.5 51.4 $30.6 56.9
International 18.1 37.9 16.8 31.2
U.S. Service Stores 5.1 10.7 6.4 11.9
------ ------ ------ ------
47.7 100.0 53.8 100.0
Cost of sales 26.4 55.3 32.3 60.0
------ ------ ------ ------
Gross profit 21.3 44.7 21.5 40.0
Selling, general and administrative expenses 19.9 41.8 19.7 36.6
Amortization of intangibles 0.1 0.2 0.1 0.2
------ ------ ------ ------
Operating income (loss):
North America 2.0 4.2 3.1 5.8
International 0.8 1.7 (0.3) (0.6)
U.S. Service Stores (0.7) (1.5) (0.3) (0.6)
Depreciation and amortization (0.8) (1.7) (0.8) (1.4)
------ ------ ------- ------
Total operating income 1.3 2.7 1.7 3.2
Interest expense, net 5.5 11.5 6.1 11.4
Other income (0.5) (1.0) (0.1) (0.2)
------ ------ ------- ------
Loss before income taxes (3.7) (7.8) (4.3) (8.0)
Provision (benefit) for income taxes 0.1 0.2 (0.2) (0.4)
------ ------ ------- ------
Net loss $(3.8) (8.0) $(4.1) (7.6)
====== ====== ======= ======
First Quarter Ended March 2003 Versus March 2002
Net Sales. Net sales for the quarter ended March 31, 2003 were $47.7
million compared to $53.8 million in the same period of 2002. The decline in net
sales was due to lower sales in the Company's North American and U.S. Service
Stores segments and was partially offset by an increase in net sales in the
Company's International segment resulting from the positive impact of foreign
currency exchange rates.
10
Net sales in North America declined $6.1 million to $24.5 million in the
first quarter of 2003, compared to $30.6 million in the first quarter of 2002.
The decline was due in part to lower wellness sales resulting from the Company's
decision to de-emphasize this product line. Also impacting the decline was the
negative impact of higher year-end shaver inventories at certain retail accounts
which resulted from a combination of a slow Christmas retail environment and
lower returns.
International net sales were $18.1 million in the first quarter of 2003
compared to $16.8 million in the first quarter of 2002. The $1.3 million
increase was due to a $2.6 million positive impact of foreign currency exchange
rates, partially offset by a decline in sales of wellness and other non-core
products.
Net sales through the Company's U.S. Service Stores decreased 20% to $5.1
million in the first quarter of 2003 from $6.4 million in the first quarter of
2002. The decrease was due to an average of nine fewer stores during the quarter
and a 13% decrease in same stores sales.
Gross Profit. Gross profit was $21.3 million, or 44.7% of net sales in the
first quarter of 2003 compared to $21.5 million, or 40.0% of net sales in the
first quarter of 2002. Despite the overall decline in sales, gross profit
declined by only $0.2 million as a result of the improved gross margin
percentage. This improved percentage was driven primarily by the significant
reduction in the sales of lower margin wellness products.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased to $19.9 million or 41.8% of net sales in the
first quarter of 2003, compared to $19.7 million or 36.6% of net sales in 2002.
Although the negative impact of a weaker dollar had the effect of increasing
International expenses by $1.0 million, total expenses increased only $0.2
million as a result of cost reduction efforts and the timing of certain
expenditures. The increase in expenses as a percentage of sales was primarily
the result of the impact of the Company's fixed costs on the decline in net
sales coupled with increased research and development expenditures.
Operating Income. Operating income in the first quarter of 2003 decreased
to $1.3 million compared to $1.7 million in the first quarter of 2002. The
decline was the result of the lower sales and slightly higher operating
expenses.
Net Interest Expense. Net interest expense was $5.5 million for the first
quarter of 2003 compared to $6.1 million in the first quarter of 2002. The
decline in net interest expense was due principally to lower average outstanding
borrowings in 2003 compared to 2002.
Provision (Benefit) for Income Taxes. The provision for taxes was $0.1
million for the three months ended March 31, 2003 compared to a benefit of $0.2
million for the three months ended March 31, 2002. The current period's
provision was the result of pretax earnings generated within the Company's
International segment while the prior year's benefit was the result of pretax
losses generated within the Company's International segment.
Liquidity and Capital Resources
Net cash provided by operating activities for the first quarter of 2003 was
$4.1 million versus $10.5 million during the first quarter of 2002. The decline
in cash flows from operations is primarily due to a $3.9 million increase in
inventory from December 2002 to March 2003 while in last year's comparable
period inventories declined by $4.2 million as a result of process improvements
in logistics and the simplification of product offerings, including the
de-emphasis of the wellness product line. As of March 31, 2003 inventory levels
were $17.7 million lower than at the same period of the prior year.
11
The Company's operations are not capital intensive. During the first
quarter of 2003 and 2002, the Company's capital expenditures totaled $0.3
million and $0.7 million, respectively. As a result of an expected increase in
tooling for new products during 2003 total capital expenditures are expected to
increase to approximately $4 million, up from $2.1 million in 2002.
The Company's primary sources of liquidity are cash and cash equivalents,
funds generated from operations and available borrowings under its $110.0
million asset based revolving credit facility (the "Facility"). Borrowings under
the Facility are subject to a borrowing base of 85% of eligible receivables and
60% of eligible inventories. The Facility matures on March 31, 2006. On March
30, 2003 certain of the covenants under the Facility were amended and the
maximum amount of Senior Subordinated Notes the Company is permitted to
repurchase under the Facility, subject to certain restrictions, was increased
from $20 million to $40 million per year with no aggregate maximum during the
term of the Facility. The Company, its principal members or their affiliates,
may, from time to time, enter the market to purchase or sell the Company's
Senior Subordinated Notes, in compliance with any applicable securities laws.
As of March 31, 2003, the Company was in compliance with all covenants
under the Facility and availability under the Facility was approximately $43
million in addition to the Company's cash and cash equivalents of $30.0 million.
The Company believes that its cash and cash equivalents, together with cash
generated from operations and borrowing resources, will be adequate to permit
the Company to meet both its debt service requirements and capital requirements
for the next twelve months, although no assurance can be given in this regard.
Critical Accounting Policies
As disclosed in Note 1 to the "Notes to the Consolidated Financial
statements", the preparation of financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions that affect the amounts reported in the consolidated
financial statements and accompanying notes. Future events and their effects
cannot be determined with absolute certainty. Therefore, the determination of
estimates requires the exercise of judgment. Actual results inevitably will
differ from those estimates, and such differences may be material to the
consolidated financial statements. The following accounting policies, which were
disclosed in the Company's report on Form 10-K and for which there has been no
change in their application as of March 31, 2003, affect the Company's more
significant estimates used in the preparation of its consolidated financial
statements:
Revenue Recognition:
Revenue from product sales is recognized, net of estimated sales returns,
and other allowances when goods are shipped and title passes to the customer.
The Company recognizes an estimated allowance for sales returns when the
sale is recorded. The Company continuously monitors historical return rates from
customers. Using this information, the Company estimates the allowance for sales
returns and adjusts this estimate for any specific knowledge that would not be
reflected in the historical return rates.
12
The Company recognizes allowances for certain promotional incentives to
customers, primarily cooperative advertising, when the sale is recorded. The
majority of these promotional incentives are covered by contract with the
customer. Upon recognition of a sale, the Company estimates and records an
allowance for promotional incentives based upon the terms of the contract and
any other specific incentives offered to customers.
Allowance for Doubtful Accounts:
The Company maintains an allowance for doubtful accounts receivable for
estimated losses resulting from the inability of customers to make required
payments. The allowance is based upon specific knowledge of customers from whom
collection is determined to be doubtful and the Company's historical collection
experience with such customers.
Warranty Reserves:
The Company maintains a reserve for its liability under the warranty
provided on its products. The reserve is estimated based upon current sales
volumes and past experience of warranty claims by the end consumer. In addition
the Company considers other known factors including the current level of product
quality in relation to historical levels.
Inventory Reserves:
The Company's inventory is valued at the lower of cost or estimated market
value. The Company regularly reviews inventory quantities on hand for slow
moving or obsolete items based upon expected future demand. For such items, if
it is estimated that the market value is below the original cost, the Company
reduces the book value to the net amount expected to be realized upon sale. This
reduction in value is charged to cost of sales. If demand does not meet
management's expectations, additional inventory write-downs may be required.
Forward Looking Statements
This Management's Discussion and Analysis may contain forward-looking
statements which include assumptions about future market conditions, operations
and results. These statements are based on current expectations and are subject
to risks and uncertainties. They are made pursuant to safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Among the many factors
that could cause actual results to differ materially from any forward-looking
statements are the success of new product introductions and promotions, changes
in the competitive environment for the Company's products, changes in economic
conditions, foreign exchange risk, outcome of litigation, and other factors
discussed in prior Securities and Exchange Commission filings by the Company.
The Company assumes no obligation to update these forward-looking statements or
advise of changes in the assumptions on which they were based.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
There are no material changes to the disclosure on this matter made in the
Company's report on Form 10-K for the year ended December 31, 2002.
ITEM 4. Controls and Procedures
Within 90 days prior to the filing date of this Quarterly Report the Chief
Executive Officer (CEO) and Chief Financial Officer (CFO) performed an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based on that evaluation the CEO and CFO
concluded that the Company's disclosure controls and procedures were effective.
There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of their evaluation.
13
PART II OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Amendment No. 5, dated as of March 30, 2003 to the Credit and Guarantee
Agreement by and among Remington Products Company, L.L.C., Fleet
Securities, Congress Financial Corporation and Fleet Capital Corporation.
10.2 Amendment No. 6, dated as of April 30, 2003 to the Credit and Guarantee
Agreement by and among Remington Products Company, L.L.C., Fleet
Securities, Congress Financial Corporation and Fleet Capital Corporation.
(b) Reports on Form 8-K
On March 11, 2003 the Company filed a Current Report on Form 8-K, reporting
under Item 5 the announcement that the Company issued a press release on its
Fiscal 2002 results.
14
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
REMINGTON PRODUCTS COMPANY, L.L.C.
By: /s/ Kris J. Kelley
---------------------------------------------
Kris J. Kelley, Vice President and Controller
Date: May 12, 2003
CERTIFICATIONS
I, Neil P. DeFeo, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Remington Products
Company, L.L.C.;
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;
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;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a)
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared; b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and c) presented in
this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and b)
any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
15
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 12, 2003
/s/ Neil P. DeFeo
----------------------------------------
Neil P. DeFeo, Chairman, Chief Executive
Officer and President
16
I, Alexander R. Castaldi, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Remington Products
Company, L.L.C.;
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;
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;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a)
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared; b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and c) presented in
this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and b)
any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 12, 2003
/s/ Alexander R. Castaldi
-------------------------------------
Alexander R. Castaldi, Executive Vice
President, Chief Financial and
Administrative Officer
17