FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended June 29, 2002
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 Number: 0-10345
CACHE, INC.
- --------------------------------------------------------------------
(Exact name of registrant as specified in its Charter)
Florida 59-1588181
- ------------------------------- ----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1460 Broadway, New York, New York 10036
- --------------------------------------------------------------------
(Address of principal executive offices) (zip code)
212-575-3200
----------------------------------------------------
(Registrant's telephone number, including area code)
------
- --------------------------------------------------------------------
(Former name, 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 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
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each issuer's classes
of common stock, as of the latest practicable date.
Common Stock, $.01 9,100,150
- -------------------------- ------------------------------
Class of Stock Outstanding Outstanding at August 13, 2002
<page>
CACHE, INC. AND SUBSIDIARIES
INDEX
PAGE
CONSOLIDATED FINANCIAL STATEMENTS
BALANCE SHEETS, JUNE 29, 2002,
DECEMBER 29, 2001 AND JUNE 30, 2001 4
INCOME STATEMENTS
TWENTY-SIX WEEKS ENDED JUNE 29, 2002
AND JUNE 30, 2001 5
THIRTEEN WEEKS ENDED JUNE 29, 2002
AND JUNE 30, 2001 6
STATEMENTS OF CASH FLOWS
TWENTY-SIX WEEKS ENDED JUNE 29, 2002
AND JUNE 30, 2001 7
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8-10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 10-14
OTHER INFORMATION:
EXHIBIT AND REPORTS ON FORM 8-K 15
SIGNATURES 16
EXHIBIT 11.1 - CALCULATION OF BASIC AND DILUTED
EARNINGS PER SHARE 17
EXHIBIT 99.1 - CERTIFICATION PURSUANT TO 18 U.S.C.
SECTION 1350 18
2
<page>
EXPLANATORY STATEMENT
- ---------------------
On August 13, 2002, the Company filed Form 10-Q for the quarterly
period ended June 29, 2002. The Company's independent auditors had not yet
completed their review of the financial statements of the Company as of and
for such quarter. Subsequent to such filing and prior to the filing of this
Form 10-Q/A, the review was completed. Except for the inclusion of this
paragraph there have been no modifications to the Company's Form 10-Q for the
quarterly period ended June 29, 2002, previously filed on August 13, 2002.
3
CACHE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 29, December 29, June 30,
ASSETS 2002 2001 2001
------------- ------------ ------------
Current assets:
Cash and equivalents $ 20,169,000 $ 12,101,000 $ 8,336,000
Receivables, net 1,210,000 4,318,000 2,459,000
Notes receivable from related parties 321,000 371,000 371,000
Inventories 22,103,000 21,761,000 22,281,000
Prepaid income taxes and other tax assets 325,000 599,000 657,000
Prepaid expenses 651,000 712,000 1,075,000
------------ ------------ ------------
Total current assets 44,779,000 39,862,000 35,179,000
Equipment and leasehold improvements, net 15,690,000 15,906,000 15,702,000
Other assets 829,000 825,000 864,000
Deferred income taxes, net 572,000 542,000 778,000
------------ ------------ ------------
Total assets $ 61,870,000 $ 57,135,000 $ 52,523,000
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 9,614,000 $ 11,089,000 $ 9,082,000
Income taxes payable 1,238,000 --- ---
Accrued compensation 2,421,000 2,135,000 1,897,000
Accrued liabilities 6,315,000 6,441,000 5,389,000
------------ ------------ ------------
Total current liabilities 19,588,000 19,665,000 16,368,000
Other liabilities 1,115,000 1,164,000 1,320,000
Commitments and contingencies
STOCKHOLDERS' EQUITY
Common stock, par value $.01; authorized, 20,000,000
shares; issued and outstanding 9,100,150 shares at
June 29, 2002 and 9,091,338 shares at December 29,2002 91,000 91,000 91,000
Additional paid-in capital 19,609,000 19,564,000 19,564,000
Retained earnings 21,467,000 16,651,000 15,180,000
------------ ------------ -------------
Total stockholders' equity 41,167,000 36,306,000 34,835,000
------------ ------------ -------------
Total liabilities and stockholders' equity $ 61,870,000 $ 57,135,000 $ 52,523,000
============ ============ =============
<fn>
The accompanying Notes to Consolidated Financial Statements are an integral part of these balance sheets.
</fn>
4
CACHE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE TWENTY-SIX WEEKS ENDED
(Unaudited)
June 29, June 30,
2002 2001
------------ -------------
Net sales $ 98,937,000 $ 89,804,000
Cost of sales, including occupancy and buying costs 57,458,000 58,485,000
------------ -------------
Gross profit 41,479,000 31,319,000
------------ -------------
Expenses
Store operating expenses 27,426,000 25,526,000
General and administrative expenses 6,595,000 4,650,000
------------ -------------
Total expenses 34,021,000 30,176,000
------------ -------------
Operating income 7,458,000 1,143,000
------------ -------------
Other income:
Interest income (net) 127,000 157,000
Miscellaneous income (net) --- 58,000
Litigation settlement (net) --- 1,518,000
------------ -------------
127,000 1,733,000
------------ -------------
Income before income taxes 7,585,000 2,876,000
Income tax provision 2,769,000 1,049,000
------------ -------------
Net income $ 4,816,000 $ 1,827,000
============ =============
Basic earnings per share $0.53 $0.20
============ =============
Diluted earnings per share $0.50 $0.20
============ =============
Basic weighted average shares outstanding 9,100,000 9,091,000
============ =============
Diluted weighted average shares outstanding 9,660,000 9,276,000
============ =============
<fn>
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</fn>
</table>
5
CACHE, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
FOR THE THIRTEEN WEEKS ENDED
(Unaudited)
June 29, June 30,
2002 2001
------------- -------------
Net sales $ 51,294,000 $ 45,613,000
Cost of sales, including occupancy and buying costs 29,392,000 29,529,000
------------- -------------
Gross profit 21,902,000 16,084,000
------------- -------------
Expenses
Store operating expenses 13,963,000 12,928,000
General and administrative expenses 3,353,000 2,321,000
------------- -------------
Total expenses 17,316,000 15,249,000
------------- -------------
Operating income 4,586,000 835,000
------------- -------------
Other income:
Interest income (net) 76,000 96,000
Miscellaneous income (net) --- 58,000
------------- -------------
76,000 154,000
------------- -------------
Income before income taxes 4,662,000 989,000
Income tax provision 1,702,000 360,000
------------- -------------
Net income $ 2,960,000 $ 629,000
============= =============
Basic earnings per share $0.33 $0.07
============= =============
Diluted earnings per share $0.31 $0.07
============= =============
Basic weighted average shares outstanding 9,100,000 9,091,000
============= =============
Diluted weighted average shares outstanding 9,660,000 9,276,000
============= =============
<fn>
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</fn>
</table>
6
CACHE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE TWENTY-SIX WEEKS ENDED
(Unaudited)
June 29, June 30,
2002 2001
------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
-------------------------------------
Net income $ 4,816,000 $ 1,827,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 2,272,000 2,345,000
Reversal of future rent escalations (58,000) (104,000)
Gain on litigation settlement --- (1,518,000)
Change in assets and liabilities:
Decrease in receivables 3,108,000 2,899,000
Decrease in notes receivable from related parties 50,000 350,000
Decrease in prepaid income taxes and other tax assets 244,000 394,000
Decrease (Increase) in inventories (342,000) 1,842,000
Decrease (Increase) in prepaid expenses 61,000 (169,000)
Decrease in accounts payable (1,475,000) (3,234,000)
Increase in income taxes payable 1,238,000 ---
Increase (Decrease)in accrued liabilities and compensation 138,000 (1,493,000)
------------ -----------
Total changes in assets and liabilities 3,022,000 589,000
------------ -----------
Net cash provided by operating activities 10,052,000 3,139,000
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
-------------------------------------
Payments for equipment and leasehold improvements (2,025,000) (1,627,000)
Proceeds from equipment and leasehold disposals --- 83,000
------------ -----------
Net cash used in investing activities (2,025,000) (1,544,000)
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
-------------------------------------
Proceeds from issuance of common stock 45,000 ---
Other, net (4,000) (7,000)
------------ -----------
Net cash (used in) provided by financing activities 41,000 (7,000)
------------ -----------
Net increase in cash and equivalents 8,068,000 1,588,000
Cash and equivalents, at beginning of period 12,101,000 6,748,000
------------ -----------
Cash and equivalents, at end of period $ 20,169,000 $ 8,336,000
============ ===========
<fn>
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</fn>
</table>
7
<page>
CACHE, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
---------------------
In the opinion of the Company, the accompanying consolidated
financial statements include all adjustments necessary, which are
considered normal and recurring to present fairly the financial
position of the Company at June 29, 2002 (Fiscal 2002), June 30, 2001
(Fiscal 2001) and December 29, 2001 (Fiscal 2001), and the results of
operations for the twenty-six and thirteen week periods ended June 29,
2002 and June 30, 2001 and consolidated statements of cash flows for
the twenty-six weeks then ended.
Certain financial information which is normally included in
financial statements prepared in accordance with generally accepted
accounting principles, but which is not required for interim reporting
purposes, has been condensed or omitted. The accompanying consolidated
financial statements should be read in conjunction with the Financial
Statements and notes thereto included in the Company's latest annual
report on Form 10-K for the fiscal year ended December 29, 2001.
Net income includes all sources of comprehensive income. There
were no adjustments for foreign currency translation, unrealized
gains(losses)on investments or deferred compensation expense incurred
in Fiscal 2002 or Fiscal 2001 results.
2. BASIC AND DILUTED EARNINGS
--------------------------
Basic earnings per share (EPS) is computed as net earnings divided
by the weighted average number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur
from common shares issued through the exercise of outstanding dilutive
stock options.
The approximate number of shares used in the computations of
diluted earnings per share were 9,660,000 and 9,276,000, respectively,
for the twenty-six and thirteen week periods ended June 29, 2002 and
June 30, 2001. The approximate number of shares used in the
computations of basic earnings per share were 9,100,000 and 9,091,000,
respectively, for the twenty-six and thirteen week periods ended June
29, 2002 and June 30, 2001.
3. NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------
In July 2002, Statement of Financial Accounting Standard No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities"
("SFAS 146"), which nullifies Emerging Issues Task Force Issue No. 94-3
8
<page>
("EITF 94-3") was released. SFAS 146 requires that a liability for a
cost associated with an exit or disposal activity be recognized when
the liability is incurred, whereas under EITF 94-3, the liability was
recognized at the commitment date to an exit plan. The Company is
required to adopt the provisions of SFAS 146 effective for exit or
disposal activities initiated after December 31, 2002, The Company is
currently evaluating the impact of adoption of this statement.
4. EQUIPMENT AND LEASEHOLD IMPROVEMENTS
------------------------------------
June 29, December 29,
2002 2001
----------- -----------
Leasehold improvements $21,101,000 $19,954,000
Furniture, fixtures and
equipment 26,430,000 25,521,000
----------- -----------
47,531,000 45,475,000
Less: accumulated depreciation
and amortization 31,841,000 29,569,000
----------- -----------
Total $15,690,000 $15,906,000
=========== ===========
5. ACCRUED LIABILITIES
-------------------
June 29, December 29,
2002 2001
----------- -----------
Operating Expenses $ 3,001,000 $ 2,465,000
Taxes, other than income taxes 1,202,000 1,719,000
Leasehold additions --- 31,000
Other customer deposits 2,112,000 2,226,000
----------- -----------
Total $ 6,315,000 $ 6,441,000
=========== ===========
6. BANK DEBT
---------
During August 1999, the Company reached an agreement with its
bank to extend the maturity of the newly Amended Revolving Credit
Facility until January 31, 2003. Pursuant to the Amended Revolving
Credit Facility, $15,000,000 is available until expiration at January
31, 2003. The amounts outstanding thereunder bear interest at a maximum
per annum rate up to the bank's prime rate. The agreement contains
selected financial and other covenants including covenants to maintain
a minimum current ratio, a maximum debt to equity ratio, a maximum
capital expenditure covenant and a minimum fixed charge coverage ratio.
Effective upon the occurrence of an Event of Default under the
Revolving Credit Facility, the Company grants to the bank a security
interest in the Company's inventory and certain receivables.
9
<page>
There was no outstanding balance on the line of credit at June 29,
2002, and December 29, 2001. There have been no borrowings against the
line of credit during fiscal 2001 and 2002. There were outstanding
letters of credit of $446,000 and $1,159,000, pursuant to the Revolving
Credit Facility at December 29, 2001 and June 29, 2002, respectively.
7. INCOME TAXES
------------
The effective tax rate for Fiscal 2002 and 2001 is 36.5%. At June 29,
2002 and December 29, 2001, the Company's deferred tax assets were $897,000
and $934,000, respectively, and, there was no deferred tax liability. The
major components of the Company's net deferred taxes at June 29, 2002 and
December 29, 2001 were as follows:
June 29, December 29,
2002 2001
---------- -----------
Net operating loss carryforwards ("NOL'S)....... $ 91,000 $ 183,000
Deferred rent................................... 526,000 547,000
Other (principally depreciation expense)........ 280,000 204,000
---------- ----------
$ 897,000 $ 934,000
========== ==========
8. CONTINGENCIES
-------------
The Company is exposed to a number of asserted and unasserted potential
claims. In the opinion of management, the resolution of these matters is not
presently expected to have a material adverse effect upon the Company's
financial position and results of operations.
ITEM2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- -----------------------------------------------------------------------
RESULTS OF OPERATIONS
- ---------------------
STATEMENT REGARDING FORWARD LOOKING STATEMENTS
- ----------------------------------------------
Except for the historical information and current statements contained
in this Form 10-Q, certain matters discussed herein, including, without
limitation, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" are forward looking statements that involve risks and
uncertainties, including, without limitation, the effect of economic and
market conditions and competition, the ability to open new stores and expand
into new markets, and risks relating to foreign importing operations, which
would cause actual results to differ materially.
10
<page>
RESULTS OF OPERATIONS
The following table sets forth our operating results, expressed as a
percentage of sales:
26 Weeks Ended 13 Weeks Ended
-------------------- ------------------
June 29, June 30, June 29, June 30,
2002 2001 2002 2001
-------- -------- -------- --------
Sales 100.0% 100.0% 100.0% 100.0%
Cost of sales, including
occupancy and buying expenses 58.1% 65.1% 57.3% 64.7%
Gross profit 41.9% 34.9% 42.7% 35.3%
Store operating expenses 27.7% 28.4% 27.2% 28.3%
General and administrative
expenses 6.7% 5.2% 6.5% 5.1%
Operating income 7.5% 1.3% 8.9% 1.8%
Other income 0.1% 1.9% 0.1% 0.3%
Income before taxes 7.7% 3.2% 9.1% 2.2%
Income tax provision 2.8% 1.2% 3.3% 0.8%
Net income 4.9% 2.0% 5.8% 1.4%
Net sales
- ---------
Net sales increased to $98.9 million from $89.8 million, an increase of
$9.1 million, or 10.2%, over the same 26 week period last year. This reflects
$5.7 million of additional net sales as a result of a 7% increase in
comparable store sales. The remainder of this increase was the result of
additional net sales from non-comparable stores.
Net sales increased to $51.3 million from $45.6 million, an increase of
$5.7 million, or 12.5%, over the same 13 week period last year. This increase
reflects $3.7 million of additional net sales as a result of an 8% increase
in comparable store sales. The remainder of this increase was the result of
additional net sales from non-comparable stores.
Gross Profit
- ------------
Gross profit increased to $41.5 million from 31.3 million, an increase
of $10.2, or 32.4%, over the same 26 week period last year. This increase was
the combined result of higher net sales and increased gross profit margins.
As a percentage of net sales, gross profit increased to 41.9% from 34.9%.
This increase as a percentage of net sales was primarily due to higher
initial markups on inventory purchases resulting from a reduction in the
number of our vendors and the number of stock keeping units. These reductions
enabled us to commit to bulk fabric purchases and increased our ability to
receive favorable pricing from vendors. We expect the improvement created by
higher initial markups to continue to benefit results in the remainder of
Fiscal 2002.
11
<page>
Gross profit increased to $21.9 million from $16.1 million, an
increase of $5.8 million, or 36.2%, over the same 13 week period last
year. This increase was the combined result of higher net sales and
increased gross margins. As a percentage of net sales, gross profit,
increased to 42.7% from 35.3%. The improvement in gross profit for the 13
week period reflects the same positive conditions as stated above for the
26 week period.
Store operating expenses
- ------------------------
Store operating expenses increased to $27.4 million from $25.5
million, an increase of $1.9 million, or 7.4%, over the same 26 week period
last year. This increase was attributable to an increase of $623,000 in
marketing and advertising expenses, as well as an increase in the total
number of stores. We expect our marketing and advertising expenses to
continue to increase in the second half of Fiscal 2002. As a percentage of
net sales, store operating expenses decreased to 27.7% from 28.4%,
primarily due to the impact of faster store sales growth relative to store
operating expenses.
Store operating expenses increased to $14.0 million from $12.9
million, an increase of $1.0 million, or 8.0%, over the same 13 week period
last year. This increase was attributable to an increase in total stores
open, and an increase of $144,000 in advertising and marketing and was
partially offset by reductions in several expense categories. As a
percentage of net sales, store operating expenses decreased to 27.2% from
28.3%, primarily due to the impact of faster store sales growth.
General and administrative expenses
- -----------------------------------
General and administrative expenses increased to $6.6 million from
$4.7 million, an increase of $1.9 million, or 41.8%, over the same 26 week
period last year. As a percentage of net sales, general and administrative
expenses increased to 6.7% from 5.2%, primarily due to higher corporate-
level payroll and employee-related costs.
General and administrative expenses increased to $3.4 million from
$2.3 million, an increase of $1.0 million, or 44.5%, over the same 13 week
period last year. This increase was primarily attributable to higher
corporate-level payroll and employee-related costs. As a percentage of net
sales, general and administrative expenses increased to 6.5% from 5.1% for
the 13 week period.
12
<page>
Other income
- ------------
Other income decreased to $127,000 from $1.7 million in the same 26
week period last year, primarily attributable to the $1.5 million of other
income in last year's period from the settlement of a trademark litigation
claim undertaken against a third party, net of professional fees related to
the lawsuit.
Other income decreased to $76,000 from $154,000 in the same 13 week
period last year, due to a reduction in interest rates and a gain on fixed
asset disposals included in other income in last year's period.
Income taxes
- ------------
Income taxes increased to $2.8 from $1.0 million, an increase of $1.7
million over the same 26 week period last year. This increase was
attributable to higher taxable income.
Income taxes increased to $1.7 million from $360,000, an increase of
$1.3 million over the same 13 week period last year. This increase was
attributable to higher taxable income.
Net income
- ----------
As a result of the foregoing, net income increased to $4.8 million
from $1.8 million, an increase of $3.0 million over the same 26 week period
last year. Net income increased to $3.0 million from $629,000, an increase
of $2.3 million over the same 13 week period last year.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's requirements are primarily for the construction of new
stores and inventory for new stores as well as the remodeling of existing
stores. We have historically satisfied our cash requirements principally
through cash flow from operations. As of June 29, 2002, the Company had
working capital of $25.2 million, which included cash and equivalents of
$20.2 million.
For the 26 weeks ended June 29, 2002, net cash provided by operations
was $10.1 million, generated by net income, depreciation of $2.3 million, a
decrease in accounts receivable of $3.1 million and an increase in income
taxes payable of $1.2 million, offset in part by a decrease in accounts
payable of $1.5 million.
13
<page>
Cash used in investing activities was $2.0 million for the 26 week
period ended June 29, 2002. These funds were used for equipment and
leasehold improvements in new and remodeled stores. Our capital
requirements depend primarily on the number of new stores we open, the
number of stores we remodel and the timing of these expenditures. Projected
capital expenditures for Fiscal 2002 to fund new store openings and
remodeling are approximately $6.5 million.
Based on our experience with new store openings, we estimate that the
average net investment to open new stores is approximately $150,000 to
$200,000, which includes new store opening expenses and initial inventory,
net of landlord contributions and payables.
The Company has a line of credit with Fleet Bank, N.A., permitting us
to borrow up to $15 million on a revolving basis. At June 29, 2002, there
was no outstanding balance under this credit facility. Amounts outstanding
under the credit facility bear interest at a maximum annual rate equal to
the bank's prime rate, currently 4.75%. The agreement relating to this
facility contains restrictions on our ability to make capital expenditures,
incur indebtedness or create or incur liens on our assets. While this
facility is unsecured, if a default occurs under the facility, we are
required to grant the lender a security interest in our inventory and
accounts receivable. This facility currently expires in January 2003.
We believe that cash flows from operations, our current available cash
and the funds available under our revolving credit facility will be
sufficient to meet our working capital needs and contemplated new store
opening expenses for at least the next 12 months. If our cash flow from
operations should decline significantly or if we should accelerate our
store expansion or remodeling program, it may be necessary for us to seek
additional sources of capital.
14
<page>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(c) Exhibits.
11.1 Calculation of Basic and Diluted Earnings per Common Share.
99.1 Certification Pursuant to 18 U.S.C. Section 1350
(d) Reports on Form 8-K
1.1 Form 8-K, filed April 24, 2002 - reporting pursuant to Item 5 of such
Form, the operating results for the thirteen week period ended March
30, 2002. Also included in Form 8-K was reporting pursuant to Item 5
of such form, resignations of Roy Smith and Mae Soo Hoo from their
positions on the Board of Directors, as well as their Executive Vice
President positions. Additional reporting pursuant to Item 5 of such
form, the appointment of David Desjardins as Executive Vice President
and Director of Stores for Cache and Lillie Rubin and Bonnie Fox as
Vice President of Merchandising and General Merchandise Manager for
Cache stores.
1.2 Form 8-K, filed June 17, 2002 - reporting pursuant to Item 5 of such
Form, the appointment of KPMG LLP as the Company's independent public
accountants for the Fiscal year ending December 28, 2002.
1.3 Form 8-K, filed July 22, 2002 - reporting pursuant to Item 5 of such
Form, the operating results for the twenty-six and thirteen week
periods ended June 29, 2002.
15
<page>
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.
CACHE, INC.
(Registrant)
August 15 , 2002 BY: /s/ Brian Woolf
-------------------------------
Brian Woolf
On behalf of Cache, Inc.
and in his capacity as Chairman
and Chief Executive Officer
(Principal Executive Officer)
August 15, 2002 BY: /s/ Thomas E. Reinckens
-------------------------------
Thomas E. Reinckens
On behalf of Cache, Inc.
and in his capacity as President
and Chief Operating Officer
(Principal Financial and Accounting
Officer)
16
<page>
EXHIBIT 11.1
CALCULATION OF BASIC AND DILUTED EARNINGS PER SHARE
(In thousands except per share data)
TWENTY-SIX THIRTEEN
WEEKS ENDED WEEKS ENDED
---------------------------- -------------------------------
June 29, June 30, June 29, June 30,
2002 2001 2002 2001
---------------------------- -------------------------------
EARNINGS
---------
Net Income Applicable
to Common Stockholders $ 4,816,000 $ 1,827,000 $ 2,960,000 $ 629,000
============================ ===============================
BASIC EARNINGS PER SHARE
------------------------
Weighted Average Number of
Common Shares Outstanding 9,100,000 9,091,000 9,100,000 9,091,000
============================ ===============================
Basic Earnings Per Share $0.53 $0.20 $0.33 $0.07
============================ ===============================
DILUTED EARNINGS PER SHARE
--------------------------
Weighted Average Number of
Common Shares Outstanding 9,100,000 9,091,000 9,100,000 9,091,000
Assuming Conversion of
Outstanding Stock Options 1,140,000 900,000 1,140,000 900,000
Less Assumed Repurchase
of Common Stock Pursuant
to the Treasury Stock Method (580,000) (715,000) (580,000) (715,000)
---------------------------- -------------------------------
Weighted Average Number of
Common Shares Outstanding
As Adjusted 9,660,000 9,276,000 9,660,000 9,276,000
============================ ===============================
Diluted Earnings Per Share $0.50 $0.20 $0.31 $0.07
============================ ===============================
17
EXHIBIT 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
Pursuant to and solely for purposes of, 18 U.S.C. Section 1350 (Section 906
of the Sarbanes-Oxley Act of 2002), each of the undersigned hereby
certifies in the capacity and on the date indicated below that:
1. The Quarterly Report of Cache, Inc. on Form 10-Q for the period ending
June 29, 2002 as filed with the Securities and Exchange Commission on the
date hereof (the "Report") fully complies with the requirements of Section
13(a) or 15 (d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
Cache, Inc.
/s/ Brian Woolf August 15, 2002
- -------------------------------------
Brian Woolf
Chairman and Chief Executive Officer
/s/ Thomas E. Reinckens August 15, 2002
- -------------------------------------
Thomas E. Reinckens
President and Chief Operating Officer
(Principal Financial and
Accounting Officer)
18
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