SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended March 29, 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 Number: 0-10345
CACHE, INC.
(Exact name of registrant as specified in is 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 preceeding 12 months (or for such shorter period than the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [ ] NO [X]
As of June 28, 2002, the aggregate market value of the voting stock held by
non-affiliated of the registrant (based on the closing price in NASDAQ National
Market) was approximately $40.3 million.
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act 12b-2).
YES [ ] NO [X]
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 9,129,900
-------------------------- ---------------------------
Class of Stock Outstanding Outstanding at May 13, 2003
<page>
CACHE, INC. AND SUBSIDIARIES
INDEX
PAGE
CONSOLIDATED FINANCIAL STATEMENTS
BALANCE SHEETS,
MARCH 29, 2003, DECEMBER 28, 2002 AND MARCH 30, 2002 3
STATEMENTS OF OPERATIONS THIRTEEN WEEKS ENDED
MARCH 29, 2003 AND MARCH 30, 2002 4
STATEMENTS OF CASH FLOWS THIRTEEN WEEKS ENDED
MARCH 29, 2003 AND MARCH 30, 2002 5
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6-8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8-10
OTHER INFORMATION:
EXHIBIT INDEX AND REPORTS ON FORM 8-K 11
CERTIFICATIONS 14-16
2
<page>
<table>
CACHE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<caption>
<s> March 29, December 28, March 30,
ASSETS 2003 2002 2002
(Unaudited) (Unaudited)
Current assets: --------------- --------------- ---------------
<c> <c> <c>
Cash and equivalents $ 15,737,000 $ 10,287,000 $ 17,198,000
Marketable securities 5,690,000 14,392,000 ---
Receivables, net 3,185,000 2,677,000 3,108,000
Notes receivable from related parties 321,000 321,000 321,000
Inventories 27,892,000 22,065,000 26,340,000
Prepaid income taxes and other tax assets 57,000 271,000 395,000
Prepaid expenses 1,101,000 1,020,000 619,000
--------------- --------------- ---------------
Total current assets 53,983,000 51,033,000 47,981,000
Equipment and leasehold improvements, net 19,812,000 18,553,000 15,819,000
Other assets 826,000 817,000 829,000
Deferred income taxes, net 290,000 349,000 536,000
--------------- --------------- ---------------
Total assets $ 74,911,000 $ 70,752,000 $ 65,165,000
=============== =============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 17,761,000 $ 11,988,000 $ 17,014,000
Income taxes payable --- --- 846,000
Accrued compensation 931,000 3,629,000 1,381,000
Accrued liabilities 8,006,000 8,762,000 6,625,000
--------------- --------------- ---------------
Total current liabilities 26,698,000 24,379,000 25,866,000
Other liabilities 1,068,000 1,081,000 1,114,000
Commitments and contingencies
STOCKHOLDERS' EQUITY
Common stock, par value $.01; authorized,
20,000,000 shares; issued and outstanding
9,100,150 shares at December 28, 2002 and
March 30, 2002 and 9,129,900 shares at
March 29, 2003 91,000 91,000 91,000
Additional paid-in capital 19,821,000 19,609,000 19,587,000
Retained earnings 27,233,000 25,592,000 18,507,000
--------------- --------------- ---------------
Total stockholders' equity 47,145,000 45,292,000 38,185,000
--------------- --------------- ---------------
Total liabilities and stockholders' equity $ 74,911,000 $ 70,752,000 $ 65,165,000
=============== =============== ===============
<fn>
The accompanying Notes to Consolidated Financial Statements are an integral part of these balance sheets.
</fn>
</table>
3
<page>
<table>
CACHE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THIRTEEN WEEKS ENDED
(Unaudited)
<caption>
March 29, March 30,
2003 2002
<s> --------------- ---------------
<s> <s>
Net sales $ 47,884,000 $ 47,643,000
Cost of sales, including occupancy and buying costs 27,946,000 28,066,000
--------------- ---------------
Gross profit 19,938,000 19,577,000
--------------- ---------------
Expenses
Store operating expenses 14,505,000 13,463,000
General and administrative expenses 2,850,000 3,242,000
--------------- ---------------
Total expenses 17,355,000 16,705,000
--------------- ---------------
Operating income 2,583,000 2,872,000
Other income:
Interest income 74,000 51,000
--------------- ---------------
Income before income taxes 2,657,000 2,923,000
Income tax provision 1,016,000 1,067,000
--------------- ---------------
Net income $ 1,641,000 $ 1,856,000
=============== ===============
Basic earnings per share $0.18 $0.20
=============== ===============
Diluted earnings per share $0.17 $0.20
=============== ===============
Basic weighted average shares outstanding 9,120,000 9,100,000
=============== ===============
Diluted weighted average shares outstanding 9,597,000 9,474,000
=============== ===============
<fn>
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</fn>
</table>
4
<page>
<table>
CACHE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THIRTEEN WEEKS ENDED
(Unaudited)
<caption>
March 29, March 30,
2003 2002
<s> --------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES: <c> <c>
-------------------------------------
Net income $ 1,641,000 $ 1,856,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,200,000 1,202,000
Reversal of future rent escalations (15,000) (36,000)
Change in assets and liabilities:
(Increase) decrease in receivables (508,000) 1,210,000
Decrease in prepaid income taxes and other tax assets 273,000 210,000
Decrease in notes receivable from related parties --- 50,000
Increase in inventories (5,827,000) (4,579,000)
(Increase) decrease in prepaid expenses (81,000) 93,000
Increase in accounts payable 5,773,000 5,925,000
Increase in income taxes payable --- 846,000
Decrease in accrued liabilities and accrued compensation (3,889,000) (965,000)
--------------- ---------------
Net cash (used in) provided by operating activities (1,433,000) 5,812,000
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
-------------------------------------
Maturities of marketable securities 8,702,000 ---
Additions to equipment and leasehold improvements (2,022,000) (728,000)
--------------- ---------------
Net cash provided by (used in) investing activities 6,680,000 (728,000)
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
-------------------------------------
Proceeds from the issuance of common stock 212,000 23,000
Other, net (9,000) (10,000)
--------------- ---------------
Net cash provided by financing activities 203,000 13,000
--------------- ---------------
Net increase in cash and equivalents 5,450,000 5,097,000
Cash and equivalents, at beginning of period 10,287,000 12,101,000
--------------- ---------------
Cash and equivalents, at end of period $ 15,737,000 $ 17,198,000
=============== ===============
<fn>
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</fn>
</table>
5
<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
March 29, 2003, March 30, 2002 and December 28, 2002, and the results of
operations and cash flows for the thirteen week periods ended March 29, 2003
and March 30, 2002.
Certain financial information, which is normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America, 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 28, 2002.
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 2003 results.
2. BASIC AND DILUTED EARNINGS
Basic and diluted earnings per share has been computed based on the weighted
average number of shares of common stock outstanding for the thirteen weeks
ended March 29, 2003 and March 30, 2002.
The approximate number of shares used in the computations of basic and
diluted earnings per share were 9,120,000 and 9,597,000, respectively, for
the thirteen week period ended March 29, 2003 and 9,100,000 and 9,474,000,
respectively, for the thirteen week period ended March 30, 2002.
The Company accounts for options granted under the 2000 Stock Option Plan
and 1994 Stock Option Plan in accordance with APB Opinion No. 25, "Accounting
for Stock Issued to Employees" under which no compensation cost has been
recognized for stock option awards granted at fair market value. Had
compensation expense for the Plan been determined based on the fair value at
the grant dates for awards under the Plan, consistent with the method of
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure", the Company's net earnings, basic EPS and diluted EPS would have
been reduced to the pro forma amounts listed below:
13 Weeks Ended
-----------------------------
March 29, March 30,
2003 2002
---------- ----------
Net income - as reported $1,641,000 $1,856,000
- pro - forma $1,475,000 $1,786,000
Basic EPS - as reported $ 0.18 $ 0.20
- pro- forma $ 0.16 $ 0.20
Diluted EPS - as reported $ 0.17 $ 0.20
- pro- forma $ 0.15 $ 0.18
6
<page>
3. EQUIPMENT AND LEASEHOLD IMPROVEMENTS
March 29, December 28,
2003 2002
----------- -----------
Leasehold improvements $22,481,000 $21,803,000
Furniture, fixtures and equipment 31,143,000 29,463,000
----------- -----------
53,624,000 51,266,000
Less: accumulated depreciation
and amortization 33,812,000 32,713,000
----------- -----------
$19,812,000 $18,553,000
=========== ===========
4. ACCRUED LIABILITIES
March 29, December 28,
2003 2002
----------- -----------
Operating Expenses $ 1,925,000 $ 2,092,000
Taxes, other than income taxes 1,436,000 2,074,000
Group insurance 744,000 841,000
Sales return reserve 712,000 746,000
Leasehold additions 736,000 299,000
Other customer deposits 2,453,000 2,710,000
----------- -----------
$ 8,006,000 $ 8,762,000
=========== ===========
5. BANK DEBT
During November 2002, the Company reached an agreement with its bank to extend
the maturity of the Amended Revolving Credit Facility until November 30, 2005.
Pursuant to the newly Amended Revolving Credit Facility, $15,000,000 is
available until expiration at November 30, 2005. The amounts outstanding
thereunder bear interest at a maximum per annum rate equal to the bank's prime
rate. The agreement contains selected financial and other covenants. 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. We are in compliance with all loan covenants.
There have been no borrowings against the line of credit during fiscal 2002 and
fiscal 2003. There were outstanding letters of credit of $527,000 and $750,000,
pursuant to the Revolving Credit Facility, at March 29, 2003 and March 30, 2002,
respectively.
7
<page>
6. INCOME TAXES
The effective tax rate for fiscal 2003 and fiscal 2002 were 38.3% and 36.5%,
respectively. The major components of net deferred taxes (liabilities) at
March 29, 2003 and December 28, 2002 were as follows:
March 29, December 28,
2003 2002
----------- -----------
Net operating loss carryforwards ("NOL'S") $ 91,000 $ 91,000
Deferred rent 523,000 526,000
Group insurance 285,000 319,000
Sales return reserve 272,000 283,000
Other (principally depreciation expense) (112,000) ( 53,000)
----------- -----------
$ 1,059,000 $ 1,166,000
=========== ===========
7. 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 our financial position and
results of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- -------------------------------------------------------------------------------
OF OPERATIONS
- -------------
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.
RESULTS OF OPERATIONS
- ---------------------
The following table sets forth our results of operations for the thirteen week
periods ended March 29, 2003 and March 30, 2002, expressed as a percentage of
net sales.
Thirteen Weeks Ended
-----------------------
March 30, March 30,
2003 2002
--------- ---------
Sales 100.0% 100.0%
Cost of sales 58.4% 58.9%
Gross profit 41.6% 41.1%
Store operating expenses 30.3% 28.3%
General and administrative expenses 6.0% 6.8%
Operating income 5.4% 6.0%
Other income 0.2% 0.1%
Income before income taxes 5.5% 6.1%
Income tax provision 2.1% 2.2%
Net income 3.4% 3.9%
8
<page>
Net sales
- ---------
Net sales increased to $47.9 million from $47.6 million, an increase of
$241,000 or 0.5%, over the prior fiscal quarter. Net sales from new stores and
non-comparable stores were $1.7 million during the current quarter. Comparable
store sales (sales for stores open at least one year or more) decreased $1.5
million or 3%, during the quarter.
Gross profit
- ------------
Gross profit increased to $19.9 million from $19.6 million, an increase of
$361,000, or 1.8% over the prior fiscal quarter. As a percentage of net sales,
gross profit increased to 41.6% from 41.1%. This increase as a percentage of
net sales was primarily due to higher initial margins resulting from a reduction
in the number of our vendors and the number of stock keeping units and changes
in sales mix. Higher buying and occupancy costs, as well as higher markdowns,
partially offset the initial gross margin improvements.
Store operating expenses
- ------------------------
Store operating expenses increased to $14.5 million from $13.5 million, an
increase of $1.0 million or 7.7% over the prior fiscal quarter. As a percentage
of net sales, store operating expenses increased to 30.3% from 28.3%, primarily
due to a higher marketing and advertising expense of $387,000 and higher
payroll and employee-related expenses of $385,000.
General and administrative expenses
- -----------------------------------
General and administrative expenses decreased to $2.9 million from $3.2 million,
a decrease of $392,000 or 12.1%, below the prior fiscal quarter. As a percentage
of net sales, general and administrative expenses decreased to 6.0% from 6.8%,
primarily due to lower corporate payroll and employee-related costs.
Income taxes
- ------------
Income taxes decreased to $1.0 million from $1.1 million, for the prior fiscal
quarter. The decrease was attributable to lower taxable income and was partially
offset by an increase in our effective tax rate from 36.5% in fiscal 2002 to
38.3% in fiscal 2003. The increase in our overall effective tax rate is
primarily attributable to a change in the mix of income subject to tax in the
various states in which we conduct business.
Net income
- ----------
Net income decreased to $1.6 million from $1.9 million for the prior fiscal
quarter, primarily due to higher store operating expenses.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Our cash requirements are primarily for the construction of new stores and
inventory purchases for these stores, as well as the remodeling of existing
stores. We have historically satisfied our cash requirements principally
through cash flow from operations. As of March 29, 2003, we had working capital
of $27.3 million, which included cash and marketable securities totaling $21.4
million.
9
<page>
During the thirteen weeks ended March 29, 2003, we increased our cash and cash
equivalents by $5.5 million, primarily due to matured investments of $8.7
million, net income of $1.6 million and depreciation of $1.2 million, offset by
changes in assets and liabilities of approximately $4.3 million, and
expenditures for our new store expansion and remodeling program totaled $2.0
million.
We plan to open between 15 and 20 new stores during fiscal 2003. Three new
stores were opened in March 2003 and two new stores opened in April. We
anticipate opening the remaining new stores during the summer and fall of 2003.
We renovated eight existing stores in the first quarter. After deducting
construction allowances paid to the Company by its landlords, we spent $2.0
million through March 29, 2003 and expect to spend an additional five to six
million dollars in 2003, for both new store and existing store construction
and remodeling.
We believe that cash flows from operations, our current available cash and
funds available under our $15.0 million revolving credit facility, will be
sufficient to meet our working capital needs and contemplated new store
expansion 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.
10
<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
(a) Exhibits.
NONE
(b) Reports on Form 8-K
NONE
11
<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, thereto duly authorized.
CACHE, INC.
(Registrant)
May 13, 2003 BY: /s/ Brian Woolf
------------------------------
Brian Woolf
Chairman and Chief
Executive Officer
(Principal Executive
Officer)
May 13, 2003 BY: /s/ Thomas E. Reinckens
--------------------------------
Thomas E. Reinckens
President and Chief
Operating Officer
(Principal Financial
and Accounting Officer)
12
<page>
<table>
EXHIBIT 11.1
CALCULATION OF BASIC AND DILUTED EARNINGS PER COMMON SHARE
(In thousands except per share data)
<caption>
THIRTEEN WEEKS ENDED
-------------------------------------
March 29, March 30,
2003 2002
--------------- ---------------
<s>
EARNINGS PER SHARE <c> <c>
Net Income Applicable to Common Stockholders $ 1,641,000 $ 1,856,000
=============== ===============
BASIC EARNINGS PER SHARE
Weighted Average Number of
Common Shares Outstanding 9,120,000 9,100,000
=============== ===============
Basic Earnings Per Share $0.18 $0.20
=============== ===============
DILUTED EARNINGS PER SHARE
Weighted Average Number of
Common Shares Outstanding 9,120,000 9,100,000
Assuming Conversion of
Outstanding Stock Options 1,111,000 1,014,000
Less Assumed Repurchase
of Common Stock Pursuant
to the Treasury Stock Method (634,000) (640,000)
--------------- ---------------
Weighted Average Number of
Common Shares Outstanding 9,597,000 9,474,000
=============== ===============
Diluted Earnings Per Share $0.17 $0.20
=============== ===============
</table>
13
<page>
EXHIBIT 99.1
CERTIFICATION
-------------
I, Brian Woolf, certify that:
1. I have received this quarterly report on Form 10-Q of Cache, Inc. (Cache)
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 Cache as of, and for, the periods presented in this
quarterly report;
4. Cache'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 have:
a) designed such disclosure controls and procedures to ensure that
material information relating to Cache, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period which this quarterly report is being
prepared;
b) evaluated the effectiveness of Cache'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. Cache's other certifying officer and I have disclosed, based on our
most recent evaluation, to Cache's auditors and the audit committee
of Cache's Board of Directors;
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect Cache's ability to record,
process, summarize and report financial data and have identified for
Cache'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 Cache's internal controls;
and
6. Cache's other certifying officer and I have indicated in this quarterly
report whether 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.
May 13, 2003 By: /s/ Brian Woolf
--------------------------------
Brian Woolf
Chairman and Chief
Executive Officer
(Principal Executive
Officer)
14
<page>
EXHIBIT 99.2
CERTIFICATION
-------------
I, Thomas E. Reinckens, certify that:
5. I have received this quarterly report on Form 10-Q of Cache, Inc. (Cache)
6. 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;
7. 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 Cache as of, and for, the periods presented in this
quarterly report;
8. Cache'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 have:
a) designed such disclosure controls and procedures to ensure that
material information relating to Cache, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period which this quarterly report is being
prepared;
b) evaluated the effectiveness of Cache'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. Cache's other certifying officer and I have disclosed, based on our
most recent evaluation, to Cache's auditors and the audit committee of
Cache's Board of Directors;
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect Cache's ability to record,
process, summarize and report financial data and have identified for
Cache's auditors any material weakness in internal controls; and
c) any fraud, whether or not material, that involves management or other
employees who have a significant role in Cache's internal controls;
and
6. Cache's other certifying officer and I have indicated in this quarterly
report whether 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.
May 13, 2003 By: /s/ Thomas E. Reinckens
---------------------------------
Thomas E. Reinckens
President and Chief
Operating Officer
(Principal Financial and
Accounting Officer)
15
<page>
EXHIBIT 99.3
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to and solely for the 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
March 29, 2003 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.
May 13, 2003 BY: /s/ Brian Woolf
------------------------------
Brian Woolf
Chairman and Chief
Executive Officer
(Principal Executive
Officer)
May 13, 2003 BY: /s/ Thomas E. Reinckens
------------------------------
Thomas E. Reinckens
President and Chief
Operating Officer
(Principal Financial
and Accounting
Officer)
16
<page>