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United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to ________________.
Commission File No. 0-21597
ODD JOB STORES, INC.
(Exact name of Registrant as specified in its charter)
OHIO 34-1830097
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Helen Street
SOUTH PLAINFIELD, NJ 07080
(Address of principal executive offices)
(Zip Code)
908-222-1000
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
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
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 Act. Yes No X
Indicate the number of shares outstanding of each of the issuer's common stock,
as of the latest practical date.
Common Shares, no par value, outstanding as of April 29, 2003: 9,060,695
ODD JOB STORES, INC.
INDEX
PAGE NO.
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets - as of
March 31, 2003 (unaudited) and December 31, 2002 3
Consolidated Statements of Operations (unaudited) -
for the ninety-day period ended March 31, 2003 and
fifty-seven day period ended March 31, 2002 4
Consolidated Statements of Cash Flows (unaudited) -
for the ninety-day period ended March 31, 2003 and
fifty-seven day period ended March 31, 2002 5
Condensed Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3. Quantitative and Qualititative Disclosures about
Market Risk 12
Item 4. Controls and Procedures 12
PART II - OTHER INFORMATION
Items 1- 6. 12
Signatures 13
Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 14
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited)
ODD JOB STORES, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
March 31, December 31,
2003 2002
--------- ------------
(Unaudited)
Assets
Current Assets:
Cash and cash equivalents $ 5,707 $13,322
Other receivables 95 218
Income tax receivable - 4,239
Inventories 36,254 31,942
Prepaid expenses and other current assets 623 956
--------- ---------
Total current assets 42,679 50,677
Property and equipment, net 17,850 18,485
Other assets 2,426 2,517
--------- ---------
Total assets $62,955 $71,679
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $14,872 $13,032
Accrued expenses and other current liabilities 6,577 9,255
--------- ---------
Total current liabilities 21,449 22,287
Other liabilities 5,276 5,209
--------- ---------
Total liabilities 26,725 27,496
--------- ---------
Stockholders' equity:
Preferred stock, no par value, 2,000,000 shares
authorized; no shares issued or outstanding - -
Common stock, no par value, 14,000,000 shares
authorized; 9,050,400 shares issued and
outstanding for each period 64,097 64,097
Accumulated deficit (27,867) (19,914)
--------- ---------
Total stockholders' equity 36,230 44,183
Commitments and contingencies - -
--------- ---------
Total liabilities and stockholders' equity $62,955 $71,679
========= =========
See accompanying condensed notes to consolidated financial statements
ODD JOB STORES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
90 Days 57 Days
Ended Ended
March 31, March 31,
2003 2002
--------- ----------
Net sales $ 43,748 $ 31,795
Cost of sales 27,992 19,323
--------- ----------
Gross profit 15,756 12,472
Selling, general and administrative expenses 23,567 15,741
--------- ----------
Operating loss (7,811) (3,269)
Other expense, net - 746
Interest expense, net 142 444
--------- ----------
Loss before income taxes and change
in accounting principle (7,953) (4,459)
Income tax benefit - (1,736)
--------- ----------
Net loss before change in accounting principle (7,953) (2,723)
Change in accounting principle - (9,447)
--------- ----------
Net loss $(7,953) $(12,170)
========= ==========
Basic and diluted net income (loss) per common share:
Net loss per common share, before
change in accounting principle $ (0.88) $ (0.30)
Loss per share from change in accounting principle - (1.05)
--------- ----------
Net loss per common share $ (0.88) $ (1.35)
========= ==========
Weighted average common shares outstanding-basic and diluted 9,050,400 9,015,500
========= ==========
See accompanying condensed notes to consolidated financial statements
ODD JOB STORES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
90 Days 57 Days
Ended Ended
March 31, March 31,
2003 2002
--------- ---------
Net loss $(7,953) $(12,170)
Adjustments to reconcile net loss to net
cash used in operating activities:
Change in accounting principle - 9,447
Depreciation and amortization 1,332 1,054
Deferred income taxes - (1,969)
Changes in operating assets and liabilities
Other receivables 123 (1,379)
Income tax receivable 4,239 241
Inventories (4,312) (5,838)
Prepaid expenses and other current assets 333 (15)
Other assets 58 248
Accounts payable 1,840 6,572
Accrued expenses and other liabilities (2,611) (1,557)
--------- ---------
Total adjustments 1,002 6,804
--------- ---------
Net cash used in operating activities (6,951) (5,366)
--------- ---------
Cash flows from investing activities
Capital expenditures, net (623) (200)
Lease acquisitions (41) -
Proceeds from the sale of net assets of
discontinued operations - 22,292
--------- ---------
Net cash (used in) provided by investing activities (664) 22,092
--------- ---------
Cash flows from financing activities
Debt repayments (6,460) (21,859)
Debt borrowing 6,460 12,770
Proceeds from exercise of stock options - 144
--------- ---------
Net cash used in financing activities - (8,945)
--------- ---------
Net increase (decrease) in cash and cash equivalents (7,615) 7,781
Cash and cash equivalents at beginning of period 13,322 4,046
--------- ---------
Cash and cash equivalents at end of period $ 5,707 $ 11,827
========= =========
Supplemental disclosures
Cash paid for interest $ 142 $ 422
Cash received for income taxes $(4,265) $ (7)
========= ========
See accompanying condensed notes to consolidated financial statements
ODD JOB STORES, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 90 DAYS ENDED MARCH 31, 2003 AND 57 DAYS ENDED MARCH 31, 2002
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(1) BASIS OF PRESENTATION
The consolidated financial statements for the ninety-day period ended March 31,
2003 and fifty-seven day period ended March 31, 2002 (fiscal first quarters),
respectively, represent the operations of Odd Job Stores, Inc. Comparative
consolidated financial statements for the prior year period ended March 31,
2002 have been restated to reflect the Company's change in fiscal year ends
effective December 31, 2002. In connection with this change in fiscal year,
the Company also realigned its prior year quarters whereby the second, third
and fourth quarters will be presented on a calendarized basis to match the
current year presentation.
In the opinion of management, this information includes all adjustments that
are normal and recurring in nature and necessary to present fairly the results
of the interim periods shown in accordance with accounting principles generally
accepted in the United States of America. Operating results for the interim
period are not necessarily indicative of the results that may be expected for
the full fiscal year.
The unaudited interim consolidated financial statements have been prepared
using the same accounting principles that were used in the preparation of the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2002 and should be read in conjunction with the consolidated financial
statements and the notes thereto.
(2) STOCK OPTION PLAN
The Company has adopted the disclosure-only provisions of FASB Statement No.
123, Accounting for Stock-Based Compensation (SFAS 123), as amended by FASB
Statement No. 148, Accounting for Stock-Based Compensation - Transition and
Disclosure (SFAS 148) and will continue to use the intrinsic value based method
of accounting prescribed by APB No. 25. Under APB No. 25, no compensation cost
has been recognized for options granted with an option price equal to the grant
date market value of the Company's common stock. Had compensation cost for the
Company's options granted been determined based on the fair value of the option
at the grant date for the 1996 Stock Option Plan consistent with the provisions
of SFAS 123, the Company's net loss and net loss per share would have been
increased to the pro forma amounts indicated below for the periods indicated
below:
(In thousands except per share amounts) 90 Days 57 Days
Ended Ended
March 31, March 31,
2003 2002
--------- ---------
Net loss, as reported $(7,953) $(12,170)
Employee compensation expense (5) (20)
--------- ---------
Net loss, pro forma $(7,958) $(12,190)
--------- ---------
Net loss per share, as reported:
Basic $ (0.88) $ (1.35)
Diluted $ (0.88) $ (1.35)
Net loss per share, pro forma:
Basic $ (0.88) $ (1.35)
Diluted $ (0.88) $ (1.35)
The fair value of each option grant issued is estimated at the date of grant
using the Black-Scholes option-pricing model with the following weighted
average assumptions for the periods shown above: (a) no dividend yield on the
Company's stock, (b) expected volatility of the Company's stock of 59% and 74%,
respectively (c) a risk-free interest rate of 5.28% and 3.81%, respectively,
and (d) expected option life of five years.
(3) GOODWILL AND OTHER INTANGIBLE ASSETS
Effective February 3, 2002, the Company adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
Assets. Under the provisions of SFAS No. 142, intangible assets with indefinite
lives and goodwill are no longer amortized but are subject to annual impairment
tests. In the first quarter of 2002, the Company determined, using the goodwill
impairment provisions of SFAS No. 142, that its unamortized goodwill was
impaired and recorded a non-cash charge of $9,447 to write-off the entire
goodwill balance. This charge is shown as a one-time cumulative effect of a
change in accounting principle for the first quarter ended March 31, 2002.
(4) DISCONTINUED OPERATIONS
On February 11, 2002, the Company signed an agreement that sold substantially
all assets of itsWholesale Division ("Division") to MZ Wholesale Acquisition
LLC (MZ), d/b/a Mazel Company, a group headed by two former executives and
current members of the Board of Directors. The Division was engaged in the
business of acquiring closeout merchandise at prices substantially below
traditional wholesale prices and selling such merchandise through a variety
of channels. The Division's wholesale operations purchased and resold many of
the same lines of merchandise sold through the Company's current retail
operations. On the date of the sale, MZ paid the Company $22,292 for the
purchase of the assets of the Wholesale Division, based on a preliminary
estimate of the net assets of the Division. An additional $5,245 is reported
in other receivables at March 31, 2002, based upon the finalized balance sheet
of the Division and other advances after the balance sheet date. This amount
was paid during the second quarter of 2002.
(5) INCOME TAXES
The Company assesses the recoverability of its deferred tax assets in
accordance with the provisions of Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes" ("FAS 109"). In accordance with that
standard, the Company recorded a full valuation allowance for its net deferred
tax assets of $11,777 as of December 31, 2002, based upon the Company's belief
that it is more likely than not that its deferred tax assets will not be
realized in the future. For the first quarter ended March 31, 2003, the
Company recorded a tax benefit of $3,102 for its current period losses, offset
by an additional deferred tax valuation allowance in an equal amount. No
valuation allowance had been established in the first quarter of 2002.
(6) EARNINGS PER SHARE
Net income per share is computed in accordance with Financial Accounting
Standards Board (FASB) Statement No. 128, Earnings Per Share. Basic net income
per share is computed based on the weighted average of common shares
outstanding during the period. Diluted net income per share is computed based
on the weighted average number of common shares and common stock equivalents
outstanding during the period, which includes options outstanding under the
Company's stock option plan. The effect of incremental shares from stock
options at March 31, 2003, and March 31, 2002, respectively, have been excluded
from diluted weighted average shares, as the net loss for the related periods
would cause the incremental shares to be antidilutive.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Odd Job Stores, Inc. (the "Company") is a major regional closeout retail
business. The Company sells quality, value-oriented consumer products at a
broad range of price points offered at a substantial discount to the original
retail. The Company's merchandise primarily consists of new, frequently brand-
name products that are available to the Company for a variety of reasons,
including overstock positions of a manufacturer, wholesaler or retailer; the
discontinuance of merchandise due to a change in style, color, shape or
repackaging; a decrease in demand for a product through traditional channels;
or the termination of business by a manufacturer, wholesaler or retailer.
During March the Company closed two stores and as of March 31, 2003, operates a
chain of 75 closeout retail stores in New York, New Jersey, Pennsylvania,
Connecticut, Delaware, Ohio, Michigan, and Kentucky.
NINETY DAYS 2003 VERSUS FIFTY-SEVEN DAYS 2002 (FISCAL FIRST QUARTERS)
Net sales for the first quarter 2003 were $43.7 million, compared to $31.8
million for the abbreviated first quarter of 2002. On a comparable calendar
basis, sales for the first ninety days of 2002 totaled $47.4 million. The
2003 decrease is primarily from an equivalent period comparable store sales
decrease of 8.3%.
Sales for the first quarter of 2003 were adversely affected by the shift in
timing of Easter, which occurred on April 20, 2003 as compared to March 31,
2002. Heavy snowstorms during February 2003 in the Mid-Atlantic and upper
Midwest states severely impacted overall comparable store sales due to the high
concentration of Company stores in these areas. Most Mid-Atlantic area stores
were closed for one or more days and many Midwest stores operated with reduced
hours during the period. Also affecting first quarter 2003 sales were the weak
retail environment and consumers' attention on the war in Iraq.
Gross profit for the first quarter of 2003 was $15.8 million or 36.0% of sales,
compared to $12.5 million or 39.2% of sales for the abbreviated first quarter
2002. The gross profit rate decrease was due to lower realized product markup
and higher markdowns (including the January post-holiday markdown period in the
first quarter of 2003), slightly offset by favorable import variances.
Selling, general and administrative (S, G & A) expenses reflect the four-wall
cost of the stores, the distribution facility and office support. S, G & A
expenses for the fiscal 2003 first quarter were $23.6 million, or 53.9% of
sales, compared to $15.7 million for the abbreviated first quarter 2002. On a
comparable calendar basis, S, G & A expenses were $24.8 million, or 52.3% of
sales for the same prior year period. Store payroll costs were $0.5 million
higher on a comparable period basis, while office support costs were $1.7
million lower due to cost savings associated with the consolidation of support
functions. The sales decrease caused a deterioration in the leveraging of
fixed costs when measured as a percentage of sales.
The operating loss was $7.8 million for the first quarter 2003, compared to an
operating loss of $3.3 million for the abbreviated first quarter of 2002 for
the reasons detailed above.
Interest expense was $0.1 million for the first quarter 2003, compared to $0.4
million for the first quarter 2002, reflecting lower average borrowings. Other
expense in the first quarter of 2002 reflects a $0.7 million charge related to
amending the availability under the Company's credit facility from $70 million
to $30 million.
As discussed in Note 2 to Consolidated Financial Statements, effective February
3, 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible
Assets. Upon adoption the Company determined that its unamortized goodwill was
impaired and recorded a non-cash charge of $9.4 million to write-off the entire
goodwill balance. The charge is shown as a change in accounting principle for
the first quarter ended March 31, 2002.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary requirements for capital consist of inventory purchases,
expenditures related to future new store openings, existing store remodeling,
warehouse enhancements, MIS initiatives, and other working capital needs. The
Company takes advantage of closeout and other special situation purchasing
opportunities that frequently result in large volume purchases, and as a
consequence, its cash requirements are not constant or predictable during the
year and can be affected by the timing and size of its purchases. The Company's
high level of committed credit allows it to take immediate advantage of special
situation purchasing opportunities. Having such credit availability provides
the Company with a competitive advantage measured against many of its
competitors.
The Company has a bank facility that provides $30 million of revolving credit.
The amended Revolving Credit Facility expires in August of 2004. At March 31,
2003, the Company had availability under its credit facility of $20.9 million,
and no borrowings under its Revolving Credit Facility at March 31, 2003 or
March 31, 2002. The Company currently anticipates the use of its credit
facility to cover seasonal requirements.
For the first quarter of fiscal 2003, cash used in operating activities was
$7.0 million, compared to $5.4 million in the abbreviated first quarter of
fiscal 2002. For the first quarter of fiscal 2003, cash used in operating
activities was primarily from the net loss, higher inventory purchases and
lower accrued expenses, partially offset by the receipt of a federal income tax
refund of $4.2 million. For the first quarter of 2002, cash used in operating
activities was primarily from the net loss less the non-cash charge of $9.4
million related to goodwill and higher inventories, partially offset by higher
accounts payable.
Cash used in investing activities was $0.7 million in the first quarter of
2003, due primarily to capital expenditures related to a New Jersey store
relocation and other store remodeling. Cash provided by investing activities
was $22.1 million in the first quarter of 2002, due to the initial proceeds
received from the sale of the net assets of the wholesale division on February
11, 2002. Excess cash in the first quarter of 2002 was used to repay $9.1
million of outstanding debt.
Total assets were $63.0 million at March 31, 2003, compared to $71.7 at
December 31, 2002. Working capital decreased to $21.2 million at the end of
the first quarter 2003 from $28.4 million at fiscal 2002 year-end due primarily
to cash used to fund operations, offset in part by increased inventory levels
and lower accrued expenses. The current ratio was 2.0 to 1 at March 31, 2003,
compared to 2.3 to 1 at December 31, 2002.
The Company anticipates opening at least one new store in the first half of
2003 and anticipates that its cash flow from operations along with its current
borrowing capacity will be sufficient to finance ongoing operating requirements
and estimated future capital expenditures for the remainder of the fiscal year.
SEASONALITY
The Company's retail operations result in a greater weighting of sales and
earnings toward the second half of the fiscal year.
FORWARD LOOKING STATEMENTS
Forward-looking statements in this report are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those projected. Such
risks and uncertainties include, but are not limited to: (i) the Company's
continuing execution of its plan to restore its retail stores to profitability,
(ii) the ability to purchase sufficient quality closeout and other merchandise
at acceptable terms; and (iii) the ability of the Company to attract and
retain qualified management and store personnel. Please refer to the Company's
subsequent SEC filings under the Securities Exchange Act of 1934, as amended,
for further information.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not have significant exposure to changing interest rates,
other than the Company's variable-rate on its Revolving Credit Facility.
The Company does not undertake any specific action to cover its exposure
to interest rate risk and the Company is not party to any interest rate
risk management transactions. The Company does not purchase or hold any
derivative financial instruments.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintain a set of disclosure controls and procedures designed to
ensure that information required to be disclosed by the company in reports that
it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. Within the 90 day period
prior to the filing of this report, an evaluation was carried out under the
supervision and with the participation of the Company's management, including
the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the
effectiveness of our disclosure controls and procedures. Based on that
evaluation, the CEO and CFO have concluded that the Company's disclosure
controls and procedures are effective.
Subsequent to the date of their evaluation, there have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On February 11, 2002, the Company sold to MZ Wholesale
Acquisition, LLC d/b/a Mazel Company ("MZ Wholesale"), an
enterprise involving Reuven Dessler, former Chairman and Chief
Executive Officer, and Jacob Koval, former Executive Vice
President, of the Company, the assets of its wholesale division
and certain other assets. Under the sale agreement, the
Company received cash payments of approximately $26.2 million
based on the book value of the acquired assets and assumed
liabilities. There are approximately $300,000 in closing date
balance sheet adjustments in dispute, which the parties expect
to resolve through a filed arbitration action. The arbitration
action is also expected to resolve a dispute among the parties
over the contractual rights and obligations retained by the
Company under a third party license agreement transferred to MZ
Wholesale in connection with the sale of the wholesale
division.
Item 2. Changes in Securities
None
Item 3. Default upon Senior Securities
None
Item 4. Submission of matters to a vote of security holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99-1 Certification of Principal Executive Officer
99-2 Certification of Principal Financial Officer
(b) Reports on Form 8-K
The Company did not file any report on Form 8-K during
the quarter ended March 31, 2003.
SIGNATURES
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.
ODD JOB STORES, INC.
---------------------
(Registrant)
MAY 15, 2003 /S/ STEVE FURNER
- ------------- ---------------------
Date Steve Furner
Chief Executive Officer
MAY 15, 2003 /S/ EDWARD CORNELL
- ------------- ---------------------
Date Edward Cornell
Executive Vice President and
Chief Financial Officer
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO15 U.S.C. 78M(A) OR 78O(D)
(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)
I, Steve Furner, Chief Executive Officer certify that:
(1) I have reviewed this quarterly report on Form 10-Q of Odd Job Stores, Inc.;
(2) Based on my knowledge, this annual 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 annual 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 annual 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 annual 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 of this annual
report (the "Evaluation Date"); and
c. Presented in this annual report our conclusions about 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 the 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 weakness 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 the 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 15, 2003 By: /s/ Steve Furner
------------------------------
Steve Furner,
Chief Executive Officer
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO15 U.S.C. 78M(A) OR 78O(D)
(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)
I, Edward Cornell, Chief Financial Officer certify that:
(1) I have reviewed this quarterly report on Form 10-Q of Odd Job Stores, Inc.;
(2) Based on my knowledge, this annual 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 annual 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 annual 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 annual 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 of this annual
report (the "Evaluation Date"); and
c. Presented in this annual report our conclusions about 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 the 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 weakness 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 the 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 15, 2003 By: /s/ Edward Cornell
------------------------------
Edward Cornell
Executive Vice President and
Chief Financial Officer