UNITED STATES
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 27, 2004
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)
1440 Broadway, New York, New York 10018
---------------------------------------- ----------
(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 [X] NO [ ]
As of June 27, 2003, 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 $55.8 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 10,422,400
-------------------------- ---------------------------
Class of Stock Outstanding Outstanding at May 11, 2004
<page>
CACHE, INC. AND SUBSIDIARIES
INDEX
PAGE
CONSOLIDATED FINANCIAL STATEMENTS
BALANCE SHEETS,
MARCH 27, 2004, DECEMBER 27, 2003 AND MARCH 29, 2003 3
STATEMENTS OF OPERATIONS THIRTEEN WEEKS ENDED
MARCH 27, 2004 AND MARCH 29, 2003 4
STATEMENTS OF CASH FLOWS THIRTEEN WEEKS ENDED
MARCH 27, 2004 AND MARCH 29, 2003 5
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6-8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8-10
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK 10
CONTROLS AND PROCEDURES 11
OTHER INFORMATION:
EXHIBIT INDEX AND REPORTS ON FORM 8-K 11
CERTIFICATIONS 13-15
2
<page>
<table>
CACHE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<caption>
<s> March 27, December 27, March 29,
ASSETS 2004 2003 2003
(Unaudited) (Unaudited)
------------- ------------- -------------
Current assets: <c> <c> <c>
Cash and equivalents $ 26,585,000 $ 16,887,000 $ 15,737,000
Marketable securities 14,153,000 19,746,000 5,690,000
Receivables, net 3,865,000 4,614,000 3,185,000
Notes receivable from related parties --- --- 321,000
Inventories 29,824,000 26,724,000 27,892,000
Deferred income taxes 930,000 936,000 751,000
Prepaid expenses and other current assets 1,000,000 1,239,000 1,101,000
------------- ------------- -------------
Total current assets 76,357,000 70,146,000 54,677,000
Equipment and leasehold improvements, net 26,984,000 25,010,000 19,812,000
Other assets 832,000 873,000 826,000
Deferred income taxes, net --- --- 286,000
------------- ------------- -------------
Total assets $ 104,173,000 $ 96,029,000 $ 75,601,000
============= ============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 16,259,000 $ 14,362,000 $ 17,761,000
Income taxes payable 224,000 --- 690,000
Accrued compensation 1,719,000 4,675,000 931,000
Accrued liabilities 9,822,000 10,075,000 8,006,000
------------- ------------- -------------
Total current liabilities 28,024,000 29,112,000 27,388,000
Other liabilities 1,129,000 1,088,000 1,068,000
Deferred income taxes, net 701,000 687,000 ---
Commitments and contingencies
STOCKHOLDERS' EQUITY
Common stock, par value $.01; authorized, 20,000,000 shares;
issued and outstanding 10,416,150 shares 104,000 100,000 91,000
Additional paid-in capital 34,285,000 28,361,000 19,821,000
Retained earnings 39,930,000 36,681,000 27,233,000
------------- ------------- -------------
Total stockholders' equity 74,319,000 65,142,000 47,145,000
------------- ------------- -------------
Total liabilities and stockholders' equity $ 104,173,000 $ 96,029,000 $ 75,601,000
============= ============= =============
<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 27, March 29,
2004 2003
------------- -------------
<s> <c> <c>
Net sales $ 57,194,000 $ 48,098,000
Cost of sales, including occupancy and buying costs 31,506,000 28,061,000
------------- -------------
Gross profit 25,688,000 20,037,000
------------- -------------
Expenses
Store operating expenses 16,889,000 14,604,000
General and administrative expenses 3,648,000 2,850,000
------------- -------------
Total expenses 20,537,000 17,454,000
------------- -------------
Operating income 5,151,000 2,583,000
Other income:
Interest income 95,000 74,000
------------- -------------
Income before income taxes 5,246,000 2,657,000
Income tax provision 1,997,000 1,016,000
------------- -------------
Net income $ 3,249,000 $ 1,641,000
============= =============
Basic earnings per share $0.32 $0.18
============= =============
Diluted earnings per share $0.31 $0.17
============= =============
Basic weighted average shares outstanding 10,292,000 9,120,000
============= =============
Diluted weighted average shares outstanding 10,638,000 9,597,000
============= =============
<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 27, March 29,
2004 2003
<s> ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES: <c> <c>
-------------------------------------
Net income $ 3,249,000 $ 1,641,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,483,000 1,200,000
Income tax benefit from stock option exercises 1,270,000 ---
Increase (decrease) in deferred income tax assets 20,000 (417,000)
Accrual (reversal) of future rent escalations 14,000 (15,000)
Change in assets and liabilities:
Decrease (increase) in receivables 749,000 (508,000)
Increase in inventories (3,100,000) (5,827,000)
Decrease (increase) in prepaid expenses and other current assets 239,000 (81,000)
Increase in accounts payable 1,897,000 5,773,000
Increase in income taxes payable 224,000 690,000
Decrease in accrued liabilities and accrued compensation (4,008,000) (3,889,000)
------------- -------------
Net cash (used in) provided by operating activities 2,037,000 (1,433,000)
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
-------------------------------------
Maturities of marketable securities, net 5,593,000 8,702,000
Additions to equipment and leasehold improvements (2,631,000) (2,022,000)
------------- -------------
Net cash provided by investing activities 2,962,000 6,680,000
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
-------------------------------------
Proceeds from the issuance of common stock 4,658,000 212,000
Other, net 41,000 (9,000)
------------- -------------
Net cash provided by financing activities 4,699,000 203,000
------------- -------------
Net increase in cash and equivalents 9,698,000 5,450,000
Cash and equivalents, at beginning of period 16,887,000 10,287,000
------------- -------------
Cash and equivalents, at end of period $ 26,585,000 $ 15,737,000
============= =============
<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 27,
2004 (fiscal 2004), March 29, 2003 (fiscal 2003), and December 27, 2003 (fiscal
2003), and the results of operations for the thirteen week periods ended March
27, 2004 and March 29, 2003 and consolidated cash flows for the thirteen weeks
then ended.
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 27, 2003.
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 2003 or fiscal
2004 results.
Certain items previously reported in specific captions in the accompanying
financial statements and notes have been reclassified to conform with the
current year's classification.
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 27, 2004 and March 29, 2003.
The approximate number of shares used in the computations of basic and diluted
earnings per share were 10,292,000 and 10,638,000, respectively, for the
thirteen week period ended March 27, 2004 and 9,120,000 and 9,597,000,
respectively, for the thirteen week period ended March 29, 2003.
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. 123, "Accounting
for Stock-Based Compensation", as amended by 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 27, March 29,
2004 2003
------------ ------------
Net income - as reported $ 3,249,000 $ 1,641,000
- pro- forma $ 3,160,000 $ 1,474,000
Basic EPS - as reported $ 0.32 $ 0.18
- pro- forma $ 0.31 $ 0.16
Diluted EPS - as reported $ 0.31 $ 0.17
- pro- forma $ 0.30 $ 0.15
6
<page>
3. RECENTLY ISSUED EXPOSURE DRAFT
On March 31, 2004, the Financial Accounting Standards Board (FASB) issued a
proposed Statement, "Share- Based Payment." This proposed Statement, addresses
the accounting for share-based awards to employees, including employee-stock-
purchase-plans (ESPPs). The FASB formally proposed to require companies to
recognize the fair value of stock options and other stock-based compensation
to employees. The proposed Statement would eliminate the ability to account for
share-based compensation transactions using APB Opinion No. 25, "Accounting for
Stock Issued to Employees," and generally would require instead, that such
transactions, be accounted for using a fair-value-based method. The proposed
requirements in the exposure draft would be effective for public companies as
of the beginning of the first fiscal year beginning after December 15, 2004.
The Company is currently assessing the impact on the Company's financial
statements of the adoption of this proposed Statement, if issued in final form
by the FASB.
4. EQUIPMENT AND LEASEHOLD IMPROVEMENTS
March 27, December 27, March 29,
2004 2003 2003
----------- ----------- -----------
Leasehold improvements $26,107,000 $24,020,000 $22,481,000
Furniture, fixtures and equipment 37,917,000 36,644,000 31,143,000
----------- ----------- -----------
64,024,000 60,664,000 53,624,000
Less: accumulated depreciation
and amortization 37,040,000 35,654,000 33,812,000
----------- ----------- -----------
$26,984,000 $25,010,000 $19,812,000
=========== =========== ===========
5. ACCRUED LIABILITIES
March 27, December 27, March 29,
2004 2003 2003
----------- ----------- -----------
Operating Expenses $ 2,647,000 $ 2,631,000 $ 1,925,000
Taxes, other than income taxes 1,668,000 2,426,000 1,436,000
Group insurance 457,000 696,000 744,000
Sales return reserve 812,000 812,000 712,000
Leasehold additions 1,205,000 379,000 736,000
Other customer deposits 3,033,000 3,131,000 2,453,000
----------- ----------- -----------
$ 9,822,000 $10,075,000 $ 8,006,000
=========== =========== ===========
6. 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 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. The Company has, at all times, been in compliance with
all loan covenants.
7
<page>
There have been no borrowings against the line of credit during fiscal 2004 and
fiscal 2003. There were outstanding letters of credit of $1,290,000, $2,116,000
and $527,000, pursuant to the Revolving Credit Facility, at March 27, 2004,
December 27, 2003 and March 29, 2003, respectively.
7. INCOME TAXES
The estimated annual effective tax rate for fiscal 2004 and fiscal 2003 were
38.1% and 38.2%, respectively, including state and local income taxes.
8. CONTINGENCIES
The Company is exposed to a number of asserted and unasserted potential claims.
Management does not believe it is reasonably possible that resolution of these
matters will result in a material loss.
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 27, 2004 and March 29, 2003, expressed as a percentage of
net sales.
Thirteen Weeks Ended
--------------------
March 27, March 29,
2004 2003
--------- ---------
Sales 100.0% 100.0%
Cost of sales 55.1% 58.3%
Gross profit 44.9% 41.7%
Store operating expenses 29.5% 30.4%
General and administrative expenses 6.4% 5.9%
Operating income 9.0% 5.4%
Other income 0.2% 0.2%
Income before income taxes 9.2% 5.5%
Income tax provision 3.5% 2.1%
Net income 5.7% 3.4%
8
<page>
Net sales
- ---------
Net sales increased to $57.2 million from $48.1 million, an increase of $9.1
million or 18.9%, over the prior fiscal quarter. Comparable store sales (sales
for stores open at least one year or more) increased $6.0 million or 13%, during
the quarter. Net sales from new stores and non-comparable stores were $3.1
million during the current quarter.
Gross profit
- ------------
Gross profit increased to $25.7 million from $20.0 million, an increase of $5.7
million or 28.2%, over the prior fiscal quarter. 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 44.9% from 41.7%. This increase as a
percentage of net sales was primarily due to higher initial margins, as well as
a reduction in buying and occupancy costs as a percentage of net sales due to
the same store sales increase of 13%.
Store operating expenses
- ------------------------
Store operating expenses increased to $16.9 million from $14.6 million, an
increase of $2.3 million or 15.6%, over the prior fiscal quarter. This increase
is primarily attributable to the increase in the number of stores open. As a
percentage of net sales, store operating expenses decreased to 29.5% from 30.4%
for the thirteen week period. The decrease in store operating expenses as a
percentage of net sales was principally due to the leverage achieved by Cache's
current period same store sales increase of 13%.
General and administrative expenses
- -----------------------------------
General and administrative expenses increased to $3.6 million from $2.9 million,
an increase of $798,000 or 28.0%, over the prior fiscal quarter. As a percentage
of net sales, general and administrative expenses increased to 6.4% from 5.9%,
primarily due to higher corporate-level payroll and employee-related costs.
Income taxes
- ------------
Income taxes increased to $2.0 million from $1.0 million, for the prior fiscal
quarter. The increase was primarily attributable to higher taxable income in
fiscal 2004. The estimated effective tax rate for fiscal 2004 and fiscal 2003
were 38.1% and 38.2% respectively, including state and local income taxes.
Interest Income
- ---------------
Interest income increased to $95,000 from $74,000, an increase of $21,000 over
the same 13 week period last year, primarily due to higher average cash
balances, partially offset by lower interest rates.
Net income
- ----------
As a result of the factors discussed above, net income increased to $3.2 million
from $1.6 million for the prior fiscal quarter.
9
<page>
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Our cash 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 March 27, 2004, we had working capital of $48.3 million, which
included cash and marketable securities totaling $40.7 million.
During the thirteen weeks ended March 27, 2004, we increased our cash and cash
equivalents by $9.7 million, primarily due to matured investments of $5.6
million, proceeds from common stock issuance of $4.7 million, net income of $3.2
million and depreciation of $1.5 million, offset by changes in assets and
liabilities of approximately $2.8 million, and expenditures for our new store
expansion and remodeling program totaled $2.6 million.
We plan to open approximately 45 new stores during fiscal 2004. Three new stores
were opened in March 2004 and two new stores opened in April. We anticipate
opening the remaining new stores during the balance of 2004. We renovated five
existing stores in the first quarter. After deducting construction allowances
paid to the Company by its landlords, we spent $2.6 million through March 27,
2004 and expect to spend an additional $12 million to $13 million in 2004, 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.
Seasonality
- -----------
The Company experiences seasonal and quarterly fluctuations in net sales and
operating income. Quarterly results of operations may fluctuate significantly
as a result of a variety of factors, including the timing of new store openings,
fashion trends and shifts in timing of certain holidays. The Company's business
is subject to seasonal influences, characterized by highest sales during the
fourth quarter (October, November and December) and lowest sales during the
third quarter (July, August and September).
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- ------------------------------------------------------------------
The Company is exposed to the following types of market risk-fluctuations in
the purchase price of merchandise, as well as other goods and services: the
value of foreign currencies in relation to the U.S. dollar; and changes in
interest rates. Due to the Company's inventory turn rate and its historical
ability to pass through the impact of any generalized changes in its cost of
goods sold to its customers through pricing adjustments, commodity and other
product risks are not expected to be material. The Company purchases
substantially all its merchandise in U.S. dollars.
The Company's exposure to market risk for changes in interest rates relates to
its cash, cash equivalents and marketable securities. As of March 27, 2004, the
Company's cash, cash equivalents and marketable securities consisted primarily
of funds invested in money market accounts, which bear interest at a variable
rate, U.S. treasury instruments and tax exempt municipal bonds rated AA or
better, which bear interest at a fixed rate. Due to the average maturity and the
conservative nature of the Company's investment portfolio, we believe a sudden
change in interest rates would not have a material effect on the value of our
investment portfolio. As the interest rates on a material portion of our cash,
cash equivalents and marketable securities are variable, a change in interest
rates earned on our investment portfolio would impact interest income along with
cash flows, but would not materially impact the fair market value of the related
underlying instruments.
10
<page>
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures designed to ensure that
information required to be disclosed by the Company in its Exchange Act reports
is recorded, processed, summarized and reported on a timely basis and that such
information is accumulated and communicated to the Company's management,
including the Chief Executive Officer and the Acting Chief Financial Officer, as
appropriate, to allow timely decisions regarding the required disclosure. As of
the end of the period covered by this Form 10-Q, an evaluation was performed
under the supervision and with the participation of the Company's management,
including the Chief Executive Officer and the Acting Chief Financial Officer,
of the effectiveness of the design and operation of these disclosure controls
and procedures. Based on that evaluation, the Chief Executive Officer and the
Acting Chief Financial Officer, concluded that the Company's disclosure controls
and procedures were effective. There have been no changes in the internal
controls over financial reporting during the period ended March 27, 2004 that
have been materially affected, or are reasonably likely to materially affect,
the Company's internal controls over financial reporting.
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.
11.1 Calculation of Basic and Diluted Earnings per Common Share.
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
(b) Reports on Form 8-K
1. Form 8-K, filed March 8, 2004 - reporting pursuant to Item 5 of such
Form, the operating results for the fifty-two and thirteen week periods
ended December 27, 2003.
2. Form 8-K filed April 29, 2004 - reporting pursuant to Item 5 of such
form, the operating results for the thirteen week period ended March 27,
2004.
11
<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 27, March 29,
<s> 2004 2003
EARNINGS PER SHARE ------------ -----------
<c> <c>
Net Income Applicable to Common Stockholders $ 3,249,000 $ 1,641,000
============ ===========
BASIC EARNINGS PER SHARE
Weighted Average Number of Common
Shares Outstanding 10,292,000 9,120,000
============ ===========
Basic Earnings Per Share $0.32 $0.18
============ ===========
DILUTED EARNINGS PER SHARE
Weighted Average Number of
Common Shares Outstanding 10,292,000 9,120,000
Assuming Conversion of
Outstanding Stock Options 1,183,000 1,111,000
Less Assumed Repurchase
of Common Stock Pursuant
to the Treasury Stock Method (837,000) (634,000)
------------ -----------
Weighted Average Number of
Common Shares Outstanding 10,638,000 9,597,000
============ ===========
Diluted Earnings Per Share $0.31 $0.17
============ ===========
</table>
12
<page>
EXHIBIT 31.1
CERTIFICATION
I, Brian Woolf, certify that:
1. I have reviewed 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, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 and presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures
as of the end of the period covered by this quarterly report based
on such evaluation; and
c) disclosed in this report any changes in Cache's internal control
over financial reporting that occurred during Cache's first quarter
that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting;
5. Cache's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to Cache's auditors and the audit committee of Cache's Board of
Directors;
a) all significant deficiencies and material weaknesses in the design
or operation of internal controls over financial reporting which
are reasonably likely to adversely affect Cache's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in Cache's internal
controls over financial reporting.
May 11, 2004 By: /s/ Brian Woolf
----------------------------
Brian Woolf
Chairman and Chief
Executive Officer
(Principal Executive
Officer)
13
<page>
EXHIBIT 31.2
CERTIFICATION
I, Thomas E. Reinckens, certify that:
1. I have reviewed 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, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 and presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures
as of the end of the period covered by this quarterly report based
on such evaluation; and
c) disclosed in this report any changes in Cache's internal control
over financial reporting that occurred during Cache's first quarter
that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting;
5. Cache's other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to
Cache's auditors and the audit committee of Cache's Board of Directors;
a) all significant deficiencies and material weaknesses in the design
or operation of internal controls over financial reporting which
are reasonably likely to adversely affect Cache's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in Cache's internal
controls over financial reporting.
May 11, 2004 By: /s/ Thomas E. Reinckens
-----------------------------
Thomas E. Reinckens
President and Chief
Operating Officer
(Principal Financial and
Accounting Officer)
14
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EXHIBIT 32.1
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 27, 2004 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 11, 2004 BY: /s/ Brian Woolf
-------------------------
Brian Woolf
Chairman and Chief
Executive Officer
(Principal Executive
Officer)
May 11, 2004 BY: /s/ Thomas E. Reinckens
-------------------------
Thomas E. Reinckens
President and Chief
Operating Officer
(Principal Financial
and Accounting
Officer)
15
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