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 December 28, 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 0-17038
Concord Camera Corp.
(Exact name of registrant as specified in its charter)
New Jersey 13-3152196
------------------------------ ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4000 Hollywood Blvd. 6th Floor, North Tower, Hollywood, Florida 33021
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(Address of principal executive offices) (Zip Code)
(954) 331-4200
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, no par value - 27,914,832 shares as of January 28, 2003
Index
Concord Camera Corp. and Subsidiaries
Part I. Financial Information Page No.
--------
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets as of December 28, 2002 and June 29, 2002................................3
Condensed consolidated statements of operations for the
quarter and six months ended December 28, 2002 and December 29,2001............................................4
Condensed consolidated statements of cash flows for the six
months ended December 28, 2002 and December 29, 2001...........................................................5
Notes to condensed consolidated financial statements...........................................................6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations..........................................................................................11
Item 3. Quantitative and Qualitative Disclosures About Market Risk.........................................................19
Item 4. Controls and Procedures............................................................................................19
Part II. Other Information
Item 1. Legal Proceedings..................................................................................................20
Item 6. Exhibits and Reports on Form 8-K...................................................................................20
2
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS (Unaudited)
Concord Camera Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands)
December 28, 2002 June 29, 2002
-------------------- ---------------------
Assets (Unaudited)
------
Current Assets:
Cash and cash equivalents $ 83,028 $ 103,868
Accounts receivable, net 29,339 22,984
Inventories 34,340 22,485
Prepaid expenses and other current assets 4,422 4,194
--------- ---------
Total current assets 151,129 153,531
Property, plant and equipment, net 20,732 20,985
Goodwill, net 3,721 3,721
Other assets 24,580 19,839
--------- ---------
Total assets $ 200,162 $ 198,076
========= =========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 18,301 $ 12,502
Accrued expenses 15,371 12,013
Other current liabilities 2,220 634
--------- ---------
Total current liabilities 35,892 25,149
Senior notes -- 14,934
Other long-term liabilities 10,943 8,837
--------- ---------
Total liabilities 46,835 48,920
Commitments and contingencies
Stockholders' equity:
Blank check preferred stock, no par value
1,000 shares authorized, none issued -- --
Common stock, no par value, 100,000 shares
authorized; 29,457 and 29,029 shares issued
as of December 28, 2002 and June 29, 2002, respectively 141,089 140,547
Paid-in capital 4,507 4,412
Deferred stock-based compensation (275) (332)
Retained earnings 12,143 8,667
Notes receivable arising from common stock purchase agreements -- (1)
--------- ---------
157,464 153,293
Less: treasury stock, at cost, 1,543 shares (4,137) (4,137)
--------- ---------
Total stockholders' equity 153,327 149,156
--------- ---------
Total liabilities and stockholders' equity $ 200,162 $ 198,076
========= =========
See accompanying notes.
3
Concord Camera Corp. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share data)
For the quarter ended For the six months ended
-------------------------------------- --------------------------------------
December 28, December 29, December 28, December 29,
2002 2001 2002 2001
--------------- --------------- --------------- ---------------
Net sales $ 61,840 $ 39,266 $ 92,022 $ 72,153
Cost of products sold 52,372 31,938 74,832 59,081
-------- -------- -------- --------
Gross profit 9,468 7,328 17,190 13,072
Selling expenses 2,191 1,499 4,010 3,154
General and
administrative expenses 5,270 6,717 9,547 12,181
Variable stock-based
compensation expenses -- 1,656 -- 1,656
Interest expense 146 634 824 1,295
Other (income), net (684) (1,764) (966) (2,363)
-------- -------- -------- --------
Income (loss) before
income taxes 2,545 (1,414) 3,775 (2,851)
Provision (benefit) for
income taxes 460 141 299 (28)
-------- -------- -------- --------
Net income (loss) $ 2,085 $ (1,555) $ 3,476 $ (2,823)
======== ======== ======== ========
Basic earnings (loss)
per common share $ 0.07 $ (0.06) $ 0.12 $ (0.10)
======== ======== ======== ========
Diluted earnings (loss)
per common share $ 0.07 $ (0.06) $ 0.12 $ (0.10)
======== ======== ======== ========
Weighted average
common shares
outstanding - basic 27,910 27,421 27,830 27,417
Dilutive effect of
common stock options 1,630 -- 1,593 --
-------- -------- -------- --------
Weighted average
common shares
outstanding - diluted 29,540 27,421 29,423 27,417
======== ======== ======== ========
See accompanying notes.
4
Concord Camera Corp. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands) For the six months ended
-----------------------------------------------
December 28, 2002 December 29, 2001
-------------------- ---------------------
Cash flows from operating activities:
Net income (loss) $ 3,476 $ (2,823)
Adjustments to reconcile net income (loss) to net cash
(used in) provided by operating activities:
Depreciation and amortization 3,100 2,989
Write-off of deferred finance costs 303 --
Non cash compensation expense -- 1,656
Provision for inventory -- 1,761
Provision for doubtful accounts -- 2,571
Changes in operating assets and liabilities:
Accounts receivable (6,355) (75)
Inventories (11,855) (1,855)
Prepaid expenses and other current assets 773 544
Other assets (4,255) (1,000)
Accounts payable 5,799 (1,427)
Accrued expenses 3,358 144
Other current liabilities 586 59
Other liabilities 1,106 656
--------- ---------
Net cash (used in) provided by operating activities (3,964) 3,200
--------- ---------
Cash flows from investing activities:
Purchases of property, plant and equipment (2,484) (775)
Proceeds from maturities of held-to-maturity investments -- 49,869
--------- ---------
Net cash (used in) provided by investing activities (2,484) 49,094
--------- ---------
Cash flows from financing activities:
Net borrowings on short term debt -- 3,780
Principal repayment of senior notes (14,934) --
Net principal repayments under capital lease obligations -- (388)
Net proceeds from issuance of common stock 542 166
--------- ---------
Net cash (used in) provided by financing activities (14,392) 3,558
--------- ---------
Net (decrease) increase in cash and cash equivalents (20,840) 55,852
Cash and cash equivalents at beginning of period 103,868 57,475
--------- ---------
Cash and cash equivalents at end of period $ 83,028 $ 113,327
========= =========
See accompanying notes
5
CONCORD CAMERA CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 28, 2002
(Unaudited)
Note 1- Basis of Presentation:
General
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three-month period ended December 28, 2002 ("Second Quarter
Fiscal 2003") are not necessarily indicative of the results that may be expected
for the fiscal year ending June 28, 2003 ("Fiscal 2003"). The balance sheet at
June 29, 2002 has been derived from the audited financial statements at that
date, but does not include all of the information and footnotes required by
accounting principles generally accepted in the United States for complete
financial statements. Concord Camera Corp. and subsidiaries (the "Company")
manage their business on the basis of one reportable segment. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-K for the fiscal year
ended June 29, 2002 ("Fiscal 2002").
Foreign Currency Transactions
The Company operates on a worldwide basis and its results may be adversely or
positively affected by fluctuations of various foreign currencies against the
U.S. Dollar, specifically, the Canadian Dollar, European Euro, British Pound
Sterling, People's Republic of China Renminbi, Hong Kong Dollar and Japanese
Yen. Each of the Company's foreign subsidiaries purchases the majority of its
finished goods inventories in U.S. Dollars and the majority of the Company's net
sales are in U.S. Dollars. Accordingly, the U.S. Dollar is the functional
currency. Certain net sales to customers and purchases of certain components and
services are transacted in local currency, including Japanese Yen, thereby
creating an exposure to fluctuations in foreign currency exchange rates. The
remeasurement from the applicable currencies to U.S. Dollars is performed for
balance sheet accounts using current exchange rates in effect at the balance
sheet date and for revenue and expense accounts using a weighted average
exchange rate during the period. Gains or losses resulting from foreign currency
transactions and remeasurement are included in "Other (income), net" in the
accompanying consolidated statements of operations.
Hedging Activities
As of December 28, 2002, the Company was not engaged in any hedging activities
and there were no forward exchange contracts outstanding.
Reclassifications
Certain amounts in the prior year have been reclassified to conform to the
current year presentation. See Note 2 - Recently Issued Accounting
Pronouncements, below.
6
Note 2 - Recently Issued Accounting Pronouncements:
On December 31, 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure" which amends SFAS No. 123,
"Accounting for Stock-Based Compensation" to provide for alternative methods of
transition for an entity that changes to the fair value method of accounting for
employee stock-based compensation. In addition, SFAS No. 148 amends the
disclosure provisions of SFAS No. 123 to require expanded disclosure including
significant interim period disclosures of the effects of an entity's accounting
policy with respect to stock-based employee compensation. SFAS No. 148 which
will become effective in the Company's third quarter of Fiscal 2003 is not
expected to have a material impact on its consolidated financial statements, as
the Company does not anticipate adopting the fair value method for employee
stock-based compensation.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" which requires guarantors to make significant new
disclosures and that certain guarantees be recorded at fair value. FASB
Interpretation No. 45 disclosure requirements are effective for periods ending
after December 15, 2002 and for guarantees issued or modified after December 31,
2002. Because the Company has no material guarantees, no additional disclosures
are required and FASB Interpretation No. 45 is not expected to have a material
impact on the Company's consolidated financial statements.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Correction.
SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and Losses from
Extinguishment of Debt" and other existing authoritative pronouncements to make
various technical corrections, clarify meanings, or describe their applicability
under changed conditions. Per SFAS No.145, a gain or loss from the
extinguishment of debt should not be classified as extraordinary if it does not
meet the criteria for classification as an extraordinary item under APB Opinion
No. 30, "Reporting the Results of Operations-Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions." SFAS No. 145 is effective for financial
statements issued after May 15, 2002. Accordingly, the Company has recorded a
loss of $0.3 million associated with the write-off of deferred finance costs on
the repurchase of its Senior Notes under the caption "Interest expense" in the
accompanying consolidated statement of operations for the six months ended
December 28, 2002. See Note 4, Senior Notes.
Effective with its second quarter ended December 29, 2001, the Company adopted
Emerging Issues Task Force Issue No. 00-25 ("EITF 00-25"), Vendor Income
Statement Characterization of Consideration from a Vendor to a Retailer, which
addresses the operating statement classification of consideration between a
vendor and a retailer. As such it reclassified certain variable selling expenses
including advertising allowances, other discounts, and other allowances from
being reported as an operating expense to a reduction of net sales. As a result
of adopting EITF 00-25, the Company reported lower sales, lower gross margins,
and lower selling expenses. Approximately $1.0 million and $1.7 million of
variable selling expenses, consisting principally of advertising and promotional
allowances, were reclassified as a reduction of net sales, resulting in a
corresponding reduction of gross profit and selling expenses in the quarter and
six months ended December 29, 2001, respectively.
7
Note 3 - Inventories:
Inventories consist of the following:
(amounts in thousands)
December 28, 2002 June 29, 2002
--------------------- ---------------------
Raw materials, components, and work-in-
process $16,550 $16,197
Finished goods 17,790 6,288
--------------------- ---------------------
Total inventories $34,340 $22,485
===================== =====================
Note 4 - Senior Notes:
On August 15, 2002, the Company repurchased its $15 million, 11% Senior Notes.
The Company paid slightly below par to repurchase and cancel the Senior Notes.
At the time of repurchase, the Company incurred $0.3 million of expenses
associated with the write-off of deferred finance costs related to the Senior
Notes, which was included in interest expense in the accompanying condensed
consolidated statements of operations for the six months ended December 28,
2002.
Note 5 - Exchange Offer:
On August 28, 2001, the Company launched an offer to exchange outstanding stock
options with an exercise price of more than $7.00 per share for new options to
purchase 75% of the shares subject to the outstanding options at an exercise
price of $5.97 per share (the closing price of the Common Stock as reported on
the Nasdaq National Market on the date the Board of Directors approved the
exchange offer.) The exchange offer expired on October 16, 2001. Options to
purchase 1,375,876 shares of Common Stock were tendered in the exchange offer
and accepted by the Company for cancellation and new options to purchase
1,031,908 shares of no par value common stock ("Common Stock") were issued in
exchange therefor. As a result of the exchange offer, the Company is required to
apply variable accounting to these stock options until they are exercised,
cancelled or expired. For the second quarter and six months ended December 28,
2002, the Company did not record any variable stock-based compensation expense
in the accompanying condensed consolidated statements of operations because the
Company's ending Common Stock price on December 28, 2002 was below the exercise
price of the repriced stock options. For the quarter and six months ended
December 29, 2001, the Company incurred $1.7 million of variable stock-based
compensation expense.
8
Note 6 - Restructuring Initiatives and Other Charges:
During the fourth quarter of Fiscal 2001, the Company announced a restructuring
and cost containment initiative ("Restructuring Initiative"), which consisted of
facilities consolidation, the closure of the Company's single use camera short
run labeling facility in the United States, and the termination of approximately
71 employees primarily employed in manufacturing, engineering, sales and
marketing and administration functions. The Restructuring Initiative was fully
implemented by the end of Fiscal 2002. During the quarter and six months ended
December 29, 2001, the Company implemented elements of its Restructuring
Initiative and incurred approximately $0.3 million and $0.6 million,
respectively, in payments related to personnel redundancy costs and facilities
consolidation.
During the first quarter of Fiscal 2002, the Company recognized a provision
related to accounts receivable of $1.6 million, and a provision related to
inventory of $1.8 million. Both of these provisions related to Polaroid
Corporation ("Polaroid"), which filed for protection under Chapter 11 of the
U.S. Bankruptcy Code on October 12, 2001, and were included in general and
administrative expenses and cost of sales, respectively, in the accompanying
condensed consolidated statements of operations for the six months ended
December 29, 2001. In the first quarter of Fiscal 2003, we recorded as a
reduction of general and administrative expenses a $0.5 million payment received
from Polaroid in settlement of Concord's outstanding claims related to the
Polaroid bankruptcy.
During the second quarter of Fiscal 2002, the Company recorded a $1.0 million
accounts receivable provision related to Kmart Corporation which filed for
protection under Chapter 11 of the U.S. Bankruptcy Code on January 22, 2002. The
provision was included in general and administrative expenses in the
accompanying consolidated statements of operations for the second quarter and
six months ended December 29, 2001.
Note 7- Litigation:
In July 2002, a class action complaint was filed against the Company and certain
of its officers in the United States District Court for the Southern District of
Florida by individuals purporting to be shareholders of the Company. The Company
filed a motion to dismiss the lawsuit on August 30, 2002. The complaint was
dismissed by the Court in December 2002 in response to the motion to dismiss
filed by the Company. In January 2003, an amended class action complaint was
filed adding certain of the Company's current and former directors as
defendants. The lead plaintiffs in the amended complaint seek to act as
representatives of a class consisting of all persons who purchased the Company's
Common Stock (i) issued pursuant to the Company's September 26, 2000 secondary
offering (the "Secondary Offering") or (ii) during the period from September 26,
2000 through June 22, 2001, inclusive (the "Class Period"). The amended
complaint asserts, among other things, that the Company made untrue statements
of material fact and omitted to state material facts necessary to make
statements made not misleading in the Registration Statement and Prospectus
issued in connection with the Secondary Offering, in periodic reports it filed
with the Securities and Exchange Commission and in press releases it made to the
public regarding its operations and financial results. The allegations are
centered around claims that the Company failed to disclose that the transaction
with then customer, KB Gear Interactive, Inc. ("KB Gear"), was a highly risky
transaction, claims that throughout the Class Period the Company failed to
disclose that a large portion of its accounts receivable was represented by a
delinquent and uncollectible balance due from then customer, KB Gear, and claims
that such failures artificially inflated the price of the Common Stock. The
amended complaint seeks unspecified damages, interest, attorneys' fees, costs of
suit and unspecified other and further relief from the court. The Company
intends to vigorously defend the lawsuit. The lawsuit is in the earliest stage
and discovery has not yet commenced. Although the Company believes this lawsuit
is without merit, its outcome cannot be predicted, and if adversely determined,
the ultimate liability of the Company, which could be material, cannot be
ascertained. On September 17, 2002, the Company was advised by staff of the
Securities and Exchange Commission that it is conducting an informal inquiry
related to the matters described above. On October 15, 2002, the staff of Nasdaq
requested certain information and materials related to the matters described
above and as to matters related to the previously reported embezzlement of
Company funds by a former employee, uncovered in April 2002.
9
In April 2002, a patent infringement complaint was filed by the Massachusetts
Institute of Technology and Electronics for Imaging, Inc. against 214
defendants, including the Company, in the United States District Court for the
Eastern District of Texas. The complaint asserts that the defendants have
offered for sale and sold products that infringe United States Patent No.
4,500,919, entitled Color Reproduction System, which patent expired on May 4,
2002. The complaint seeks unspecified damages, interest, attorneys' fees, costs
of suit and unspecified other and further relief from the court. Although the
Company believes this lawsuit is without merit, its outcome cannot be predicted,
and if adversely determined, the ultimate liability of the Company, which could
be material, cannot be ascertained.
In December 2002, a patent infringement complaint was filed by Alfred B. Levine
against the Company in the United States District Court for the District of
Maryland. The complaint asserts that the Company has manufactured, marketed and
sold products that infringe United States Patent No. 4,588,282, entitled
Multiplexed Photocopier System With Portable Scanner, and United States Patent
No. 4,751,583, entitled Off Line Photocopying System Using Portable Electronic
Camera, Visual Previewing and Image Processing. The complaint seeks unspecified
damages, attorneys' fees, costs of suit and unspecified other and further relief
from the court. Although the Company believes this lawsuit is without merit, its
outcome cannot be predicted, and if adversely determined, the ultimate liability
of the Company, which could be material, cannot be ascertained.
The Company is involved from time to time in routine legal matters incidental to
its business. In the opinion of our management, the resolution of such matters
will not have a material adverse effect on its financial position or results of
operations.
Note 8 - Related Party Transaction:
A corporation controlled by J. David Hakman provided consulting services to the
Company from 1997 until July 2002 pursuant to an engagement agreement entered
into on September 25, 1997, as later amended and supplemented (the "Hakman
Agreement"). Pursuant to the Hakman Agreement, the Company granted a warrant
with a five-year term expiring September 25, 2002 to purchase up to 260,000
shares of Common Stock at an exercise price of $2.25 per share to a corporation
controlled by Mr. Hakman. As previously reported, Hakman Capital Corporation
("Hakman Corporation") exercised the warrant in October 2000 as to all 113,000
shares that had vested up until that time. On September 25, 2002, Hakman
Corporation exercised the warrant as to another 77,000 shares that were vested
and exercisable at that time. The price was $2.25 per share, for an aggregate
price of $173,250. No underwriting discounts or commissions were paid.
Certificate(s) for the shares were issued with an appropriate restrictive
legend. The transaction was exempt from registration pursuant to Section 4(2) of
the Securities Act of 1933 as a transaction by an issuer not involving a public
offering. The remaining 70,000 shares never vested and the warrant expired on
September 25, 2002.
Note 9 - Commitments:
On August 26, 2002, the Company announced it entered into two trademark
licensing agreements with the entity that purchased the assets of Polaroid in an
asset purchase transaction approved by the U.S. Bankruptcy Court supervising the
Polaroid reorganization. The two license agreements provide for the exclusive,
worldwide use by the Company of the Polaroid brand trademark in connection with
the manufacture, distribution, promotion and sale of single use cameras and
traditional film based cameras, including zoom cameras, and certain related
accessories. The licenses do not include instant or digital cameras. Each
license includes an initial term of three and a half years and may be renewed
under the same economic terms at the Company's option, for an additional
three-year period. Each license agreement includes provisions for the payment of
$3.0 million of minimum royalties, or $6.0 million in total, which will be fully
credited against percentage royalties. In August 2002, the Company paid a total
of $4.0 million, which represented $2.0 million for each license agreement, as
partial payment of the minimum royalties. Additionally, the Company recorded the
remaining $2.0 million minimum royalty liability as a non-cash transaction.
10
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
fiscal year ended June 29, 2002 ("Fiscal 2002") consolidated financial
statements and the related notes thereto. Except for historical information
contained herein, the matters discussed below are forward-looking statements
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements involve risks and uncertainties, including
but not limited to economic, governmental, political, competitive and
technological factors affecting Concord's operations, markets, products, prices
and other factors discussed elsewhere in this report and other reports filed by
the Company with the Securities and Exchange Commission ("SEC"). These factors
may cause results to differ materially from the statements made in this report
or otherwise made by or on behalf of Concord Camera Corp. ("Concord").
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported in
the condensed consolidated financial statements and accompanying notes. Our
application of accounting policies affects these estimates and assumptions.
Actual results could differ from these estimates under different assumptions or
conditions. We believe the following critical accounting policies require
management to make our more significant estimates and assumptions used in the
preparation of our condensed consolidated financial statements and accompanying
notes:
Provision for Doubtful Accounts
The provision for doubtful accounts is based on our assessment of the
collectibility of specific customer accounts and the aging of accounts
receivable. If there is a deterioration of a major customer's credit worthiness
or actual defaults are higher than our historical experience, our estimates of
the recoverability of amounts owed to us could be adversely affected.
Inventory
Inventory purchases and commitments are based upon future demand forecasts. If
there is a sudden and significant decrease in demand for our products, or there
is a higher rate of inventory obsolescence because of rapidly changing
technology and customer requirements, we may be required to increase our
inventory provisions. This would result in lower of cost or market inventory
valuation adjustments and our gross profit could be adversely affected.
Deferred Taxes
The deferred tax valuation allowance is based on our assessment of the
realizability of our deferred tax assets on an ongoing basis and may be adjusted
from time to time as necessary. In determining the valuation allowance, we have
considered future taxable income and the feasibility of tax planning
initiatives. Should we determine that it is more likely than not that we will
realize certain of our deferred tax assets in the future, an adjustment would be
required to reduce the existing valuation allowance and increase income. On the
contrary, if we determine that we would not be able to realize our recorded
deferred tax asset, an adjustment to increase the valuation allowance would be
charged to the results of operations in the period such conclusion was made.
Such charge could have an adverse effect on our provision for income taxes
included in our results of operations.
Sales Returns
A provision for sales returns is established based on historical product returns
data and trends. If future returns are higher than we estimated, our net sales
and gross profits could be adversely affected.
11
Variable Stock-Based Compensation Accounting for Repriced Stock Options
As a result of an exchange offer that was consummated in October 2001, we are
now required to apply variable stock-based compensation accounting for these
options until they are exercised, cancelled or expired. Because the
determination of variable stock-based compensation expense associated with the
repriced stock options is significantly dependent upon our closing stock price
at the end of each prospective reporting period, it is not possible to determine
its future impact, either favorable or unfavorable, on our consolidated
financial statements. See Note 5 - Exchange Offer in the accompanying Notes to
Condensed Consolidated Financial Statements.
Recently Issued Accounting Pronouncements
For a discussion of recently issued accounting pronouncements, see Note 2 -
Recently Issued Accounting Pronouncements in the accompanying Notes to Condensed
Consolidated Financial Statements.
Results of Operations
Quarter Ended December 28, 2002 Compared to the Quarter Ended December 29, 2001
Net Sales
Net sales for the second quarter of Fiscal 2003 were $61.8 million, an increase
of $22.5 million, or 57.5%, as compared to net sales for the second quarter of
Fiscal 2002. Our sales for the second quarter of $61.8 million set a Company
record for sales in a single quarter. The increase in sales was in large part
due to new digital products sold in both our retail sales and distribution
("RSD") and design and manufacturing services ("DMS") businesses. We offered 13
new Concord branded digital products, ranging from VGA to 4.0 megapixels, during
the second quarter this year and digital products represented over 50% of total
net sales. RSD sales were $48.8 million for the second quarter this year, an
increase of $19.2 million, or 65.1%, as compared to the second quarter last
year. The increase in RSD net sales was mostly due to new digital product sales,
sales of Polaroid branded single use and traditional cameras, new customers and
organic growth from existing customers due to sell through and new product
introductions. DMS net sales were $13.0 million in our second quarter of Fiscal
2003, an increase of $3.3 million, or 34.2%, as compared to the same period last
year. The increase in DMS net sales resulted from an increase in sales of
digital products to a Fuji Photo Film Co., Ltd. subsidiary ("Fuji"), Legend
Group Limited ("Legend") in the People's Republic of China ("PRC"), and
Visioneer, Inc. ("Visioneer"), and sales of a new single use camera being
manufactured under a new supply agreement entered into with Eastman Kodak
Company ("Kodak") in September 2002; partially offset by the previously
disclosed expiration of certain contracts.
Net sales of the Company's operations in Asia for the second quarter of Fiscal
2003, were $15.1 million, an increase of $5.0 million, or 48.6%, as compared to
the second quarter of Fiscal 2002. Of the $15.1 million, $13.0 million was due
to our DMS business. The remaining $2.1 million came primarily from increased
digital product sales due to new RSD customers.
Net RSD sales of the Company's operations in the United States, Latin America
and Canada (the "Americas"), for the second quarter of Fiscal 2003, were $32.0
million, an increase of $9.9 million, or 44.7%, as compared to the same period
last year. The increase in RSD net sales was due to new digital product sales
and sales of Polaroid branded single use and traditional cameras to new and
existing customers as a result of increased market penetration, and organic
growth from existing customers due to sell through and new product
introductions.
Net RSD sales of the Company's operations in the United Kingdom, Germany and
France ("Europe") for this year's fiscal second quarter were $14.7 million, an
increase of $7.6 million, or 110.8%, as compared to the second quarter of Fiscal
2002. This increase was primarily attributable to offering new digital products
to new and existing customers.
12
Gross Profit
Gross profit for the second quarter of Fiscal 2003 was $9.5 million, or 15.3% of
net sales, versus $7.3 million, or 18.7% of net sales in the same quarter last
year. During this year's second quarter we incurred approximately $0.8 million,
or 1.3% of net sales, of incremental air freight expense due to the West Coast
Dockworkers' labor dispute that disrupted normal shipping during the critical
holiday shipping season. Due to significantly higher sales, absolute gross
profit dollars were higher in the second quarter of this year compared to the
same quarter last year. However, our gross profit as a percentage of net sales
dropped by 3.4 percentage points due to changes in our product mix (that is a
significant increase in digital camera sales which typically generate higher
gross profit dollars, but lower gross profit margins), and the above mentioned
higher incremental air freight costs. Gross profit was positively impacted by
efficiency gains in our manufacturing processes and positive labor and overhead
absorption. Product engineering, design and development costs for the second
quarter of Fiscal 2003 and Fiscal 2002, in dollars and as a percentage of net
sales, were $2.0 million (3.2%) and $2.0 million (5.0%), respectively.
Operating Expenses
Selling expenses for the second quarter of Fiscal 2003 were $2.2 million, or
3.5% of net sales. This compares to $1.5 million, or 3.8% of net sales for the
second quarter last year. The increase was primarily due to higher freight and
handling costs and additional sales and marketing personnel.
General and administrative ("G&A") expenses for the second quarter of Fiscal
2003 were $5.3 million, or 8.5% of net sales. This compares to $6.7 million, or
17.1% of net sales, for the second quarter last year. Last year's G&A expenses
included $2.0 million relating to a bad debt provision for Kmart Corporation and
a charitable contribution for the September 11, 2001 terrorist attack. The
remaining elements of G&A expenses increased approximately $0.6 million
primarily due to additional staffing, some increased costs and other costs
associated with the Company's growth.
There were no variable stock-based compensation expenses in this year's Fiscal
2003 second quarter as compared to last year which included $1.7 million. See
Note 5 - Exchange Offer in the accompanying Notes to Condensed Consolidated
Financial Statements.
Interest expense for the second quarter of Fiscal 2003 was $0.1 million compared
to $0.6 million in the same quarter last year. The decrease was due to the
repurchase of the Senior Notes in August 2002 and the related reduction of
interest expense.
Other (Income), Net
Other (income), net was $0.7 million and $1.8 million for the second quarter of
Fiscal 2003 and Fiscal 2002, respectively, resulting in a decrease of $1.1
million. Last year's second quarter included an arbitration award of $1.2
million.
Income Taxes
The Company's provision for income taxes was $0.5 million for the second quarter
of Fiscal 2003 compared to a provision of $0.1 million for the second quarter of
Fiscal 2002. In general, the Company's annual effective income tax rate is
largely a function of the amounts of income and loss attributed to both domestic
and foreign operations, the application of their respective statutory tax rates,
and the utilization of available net operating loss carryforwards to reduce
taxable income.
13
Net Income (Loss)
As a result of the matters described above, the Company had net income of $2.1
million, or $0.07 per diluted share, for the second quarter of Fiscal 2003 as
compared to a net loss of $1.6 million, or $0.06 per share, for the second
quarter of Fiscal 2002.
Six Months Ended December 28, 2002 Compared to the Six Months Ended December 29,
2001
Net Sales
Net sales for the six months ended December 28, 2002 ("Fiscal 2003 YTD") were
$92.0 million, an increase of $19.8 million, or 27.5%, as compared to net sales
for the six months ended December 29, 2001 ("Fiscal 2002 YTD"). RSD sales for
Fiscal 2003 YTD were $74.7 million, an increase of $23.3 million, or 45.4%, as
compared to Fiscal 2002 YTD. This growth was in large part due to new digital
product sales, sales of Polaroid branded single use and traditional cameras, new
accounts and organic growth from existing accounts due to sell through and new
product introductions. DMS sales were $17.3 million, a decrease of $3.5 million,
or 16.7%, as compared to Fiscal 2002 YTD. The decrease was primarily due to the
previously disclosed expiration of certain contracts, partially offset by sales
to Fuji, Kodak, Legend and Visioneer.
Net sales of the Company's operations in Asia for Fiscal 2003 YTD were $19.8
million, a decrease of $1.7 million, or 8.1%, as compared to Fiscal 2002 YTD.
DMS sales comprised $17.3 million of the $19.8 million sales in Asia. The
remaining $2.5 million were comprised of RSD sales that were primarily
attributable to digital product sales to new customers.
Net RSD sales of the Company's operations in the Americas for Fiscal 2003 YTD
were $51.8 million, an increase of $15.1 million, or 41.2%, as compared to the
same period last year. The increase in RSD net sales was due in large part to
new digital product sales, sales of Polaroid branded single use and traditional
cameras, new accounts and organic growth from existing accounts due to sell
through and new product introductions.
Net RSD sales of the Company's operations in Europe for Fiscal 2003 YTD were
$20.4 million, an increase of $6.4 million, or 46.8%, as compared to Fiscal 2002
YTD. This increase was primarily attributable to the introduction of new digital
products to new and existing RSD customers.
Gross Profit
Gross profit for Fiscal 2003 YTD was $17.2 million, or 18.7% of net sales,
versus $13.1 million, or 18.1% of net sales in Fiscal 2002 YTD. This year
included $0.8 million of additional air freight costs due to the Dockworkers'
labor dispute and last year included $1.8 million related to an inventory
provision in conjunction with Polaroid Corporation's filing for bankruptcy
protection under Chapter 11 of the US Bankruptcy Code. Fiscal 2003 YTD gross
profit margins (gross profit expressed as a percentage of net sales) were
negatively impacted by changes to our product mix as a result of higher digital
camera sales, offset by efficiency gains and positive labor and overhead
absorption in manufacturing. Product development expenses were approximately
$4.0 million for both fiscal years, representing 4.3% of net sales this year and
5.9% of net sales last year.
Our product mix, which historically consisted almost entirely of traditional and
single use cameras, has changed significantly during the first six months of
Fiscal 2003 wherein digital products contributed almost 50% of total net sales.
Digital products, as compared to traditional and single use cameras, sell at
significantly higher unit prices but typically generate lower gross profit
margins. However, digital products generate greater gross profit dollars per
unit than traditional and single use cameras. Consequently, as digital products
increase as a percentage of our sales mix, we expect to experience a lower
overall gross profit margin percentage and higher revenue and gross profit
dollars per unit sold.
14
In addition, as we manufacture more digital products, we increase the risk of
gross profit fluctuations due to digital component availability and increased
costs. Since component availability can fluctuate and is subject to possible
procurement delays and other constraints, it could negatively impact net
profits, net sales and gross margins. Digital camera products are also subject
to relatively more rapid technological changes, price erosion and obsolescence
than traditional camera products. Because of highly competitive markets and
rapid technological changes, the market prices of some of our digital camera
products may decline relatively rapidly and some of our digital products may
become obsolete. Accordingly, we record inventory provisions which value our
inventories at the lower of cost or market value based on prevailing market
prices.
Operating Expenses
Selling expenses for Fiscal 2003 YTD were $4.0 million, or 4.4% of net sales.
For the same period last year, selling expenses were $3.2 million, or 4.4% of
net sales. The increase was primarily due to additional sales and marketing
personnel.
General and administrative expenses for Fiscal 2003 YTD were $9.5 million, or
10.4% of net sales. This compares to $12.2 million, or 16.9% of net sales last
year. Fiscal 2002 YTD G&A expenses included $3.6 million relating to a Kmart bad
debt provision, a charitable contribution for the September 11, 2001 terrorist
attack and a Polaroid provision due to the Polaroid bankruptcy. Fiscal 2003 YTD
G&A expenses included a $0.5 million reduction in expense due to the payment
from Polaroid in settlement of Concord's outstanding Polaroid claims related to
the Polaroid bankruptcy filing. The remaining elements of G&A expenses increased
primarily due to additional staffing, some increased costs and other costs
associated with the Company's growth.
There were no variable stock-based compensation expenses in Fiscal 2003 YTD as
compared to last year which included $1.7 million. See Note 5 - Exchange Offer
in the accompanying Notes to Condensed Consolidated Financial Statements.
Interest expense for Fiscal 2003 YTD was $0.8 million, versus $1.3 million last
year, a decrease of $0.5 million. The decrease relates to the repurchase of the
Senior Notes described herein.
Other (Income), Net
Other (income), net was $1.0 million and $2.4 million for Fiscal 2003 YTD and
Fiscal 2002 YTD, respectively, resulting in a decrease of $1.4 million. Last
year included a $1.2 million arbitration award and also included higher
investment income. This was partially offset by higher foreign currency gains
this year.
Income Taxes
The Company's provision for income taxes was $0.3 million for Fiscal 2003 YTD
compared to a benefit of $28,000 for Fiscal 2002 YTD. In general, the Company's
effective income tax rate is largely a function of the amounts of income and
loss attributed to both domestic and foreign operations, the application of
their respective statutory tax rates, and the utilization of available net
operating loss carryforwards to reduce taxable income.
Net Income (Loss)
As a result of the matters described above, the Company had net income of $3.5
million, or $0.12 per diluted share, for Fiscal 2003 YTD as compared to a net
loss of $2.8 million, or $0.10 per share, for Fiscal 2002 YTD.
15
Liquidity and Capital Resources
On January 22, 2002, the SEC issued an interpretive release on disclosures
related to liquidity and capital resources. This release requires us to disclose
factors that are likely to affect our liquidity trends. We are not aware of
factors that are reasonably likely to adversely affect liquidity trends, other
than those factors summarized under the caption "Risk Factors" in the Company's
Annual Report on Form 10-K for Fiscal 2002. We do not have, nor do we engage in,
transactions with any special purpose entities. We are not engaged in hedging
activities and had no forward exchange contracts outstanding at December 28,
2002. In the ordinary course of business, we enter into operating lease
commitments, purchase commitments and other contractual obligations. These
transactions are recognized in our financial statements in accordance with
generally accepted accounting principles in the United States, and are more
fully discussed below.
We believe that our cash and cash equivalents, anticipated cash flow from
operations, and amounts available under our credit facilities provide sufficient
liquidity and capital resources for our anticipated short-term working capital
and capital expenditure requirements as well as our anticipated long-term
working capital and capital expenditure requirements for the foreseeable future.
Working Capital - At December 28, 2002, we had working capital of $115.2 million
compared to $128.4 million at June 29, 2002, a decrease of $13.2 million. The
decrease was primarily attributed to the change in cash and cash equivalents
which decreased by $20.9 million from $103.9 million at June 29, 2002 to $83.0
million at December 28, 2002, partially offset by favorable changes to certain
other working capital accounts. The decrease in cash and cash equivalents was
primarily attributable to (i) the August 2002 repurchase of our $15.0 million
Senior Notes at slightly below par, without penalty, (ii) pre-paying $4.0
million in conjunction with the Polaroid "brand" license agreements, and (iii)
purchases of property, plant and equipment of $2.5 million.
Cash Used in Operations - Cash used in operations during Fiscal 2003 YTD was
$4.0 million, which compared unfavorably to cash provided by operations of $3.2
million for the comparable period during Fiscal 2002 YTD. The change in cash
used in operating activities for Fiscal 2003 YTD was primarily attributable to
an increase in inventories in anticipation of sales in the third quarter of
Fiscal 2003 and an increase in accounts receivable due to significant sales
growth in the second quarter of Fiscal 2003.
Cash Used in Investing Activities - Purchases of property, plant and equipment
for Fiscal 2003 YTD and Fiscal 2002 YTD were $2.5 million and $0.8 million,
respectively. The increase was primarily a result of higher expenditures on
plant and equipment purchases for our manufacturing facility in the PRC. We
anticipate capital expenditures will increase substantially over Fiscal 2002 due
to increased investments in plant and equipment at our manufacturing facility in
the PRC in anticipation of increased net sales in Fiscal 2003. The decrease in
cash provided from investing activities during Fiscal 2003 YTD resulted from the
Company having no short-term investments during that period, whereas in Fiscal
2002, the Company received cash proceeds when certain short-term investments
made in Fiscal 2001 that matured in Fiscal 2002 YTD.
Cash Used in Financing Activities - Cash used in financing activities for Fiscal
2003 YTD was $14.4 million. This resulted from the repurchase of the Senior
Notes partially offset by proceeds received from the exercise of stock options
and warrants. Cash provided by financing activities for Fiscal 2002 YTD was $3.6
million, which was primarily attributable to borrowings on short term debt and
proceeds from the exercise of stock options partially offset by the repayment of
certain capital leases.
Operating Leases- We entered into operating leases in the ordinary course of
business (e.g., warehouse facilities, office space and equipment) where the
economic profile was favorable. The effects of outstanding leases are not
material to us in terms of either annual cash flow or total future minimum
payments.
Purchase Commitments - As part of the ordinary course of our business, we enter
into and have purchase commitments for materials, supplies, services, and
property, plant and equipment. In the aggregate, such commitments are not at
prices in excess of current market and typically do not exceed one year.
16
Related Party Transaction- See Note 8 - Related Party Transaction, in the
accompanying Notes to Condensed Consolidated Financial Statements.
Other Contractual Obligations - We do not have any material financial guarantees
or other contractual commitments that are reasonably likely to adversely affect
liquidity. See Hong Kong Financing Facilities for information about our
financial guarantees.
Hong Kong Financing Facilities - Our Hong Kong subsidiary, Concord Camera HK
Limited, ("Concord HK"), has various financing and revolving credit facilities
in place providing an aggregate of $23.5 million in borrowing capacity. Certain
of the revolving credit facilities are denominated in Hong Kong Dollars. Since
1983 the Hong Kong Dollar has been pegged to the United States Dollar. The
revolving credit facilities are comprised of 1) an approximate $11.0 million
Import Facility, 2) an approximate $2.6 million Packing Credit and Export
Facility, 3) an approximate $1.9 million Foreign Exchange Facility and 4) an
$8.0 million Accounts Receivable Financing Facility (collectively the "Hong Kong
Financing Facilities"). The $8.0 million Accounts Receivable Financing Facility
is secured by certain accounts receivable of Concord HK. Concord Camera Corp.
guarantees the Hong Kong Financing Facilities. Availability under the Accounts
Receivable Financing Facility is subject to advance formulas based on Eligible
Accounts Receivable and all the credit facilities are subject to certain
financial ratios and covenants. The revolving credit facilities bear interest at
variable rates. At December 28, 2002, there were no amounts outstanding under
the Hong Kong Financing Facilities.
United Kingdom Credit Facility - In November 1999, our United Kingdom ("UK")
subsidiary obtained a credit facility from a UK financial institution (the "UK
Facility") that is secured by substantially all of our UK subsidiary's assets.
The UK Facility bears interest at 1.5% above the UK prime lending rate and
allows borrowings of up to approximately $1.1 million. At December 28, 2002,
there were no amounts outstanding under the UK Facility.
Senior Notes - See Note 4 - Senior Notes, in the accompanying Notes to Condensed
Consolidated Financial Statements.
License Agreement - See Note 9 - Commitments, in the accompanying Notes to
Condensed Consolidated Financial Statements.
Outlook
For the third quarter of Fiscal 2003, we anticipate revenues in the range of $32
to $35 million and net income to be breakeven, before non-cash variable stock
option expense.
Growth Opportunities
We are evaluating various growth opportunities that could require significant
funding commitments. We have from time to time held, and will continue to hold,
discussions and negotiations with (i) companies that represent potential
acquisition or investment opportunities, (ii) potential strategic and financial
investors who have expressed an interest in making an investment in or acquiring
us, (iii) potential joint venture partners looking toward formation of strategic
alliances that would broaden our product base or enable us to enter new lines of
business and (iv) potential new and existing DMS customers where the design,
development and production of new products, including certain new technologies,
would enable us to expand our existing business, and enter new markets including
new ventures focusing on new technologies. However, there can be no assurance
that any definitive agreement will be reached regarding any of the foregoing,
nor does management believe that such agreements are necessary for the
successful implementation of our strategic plans.
17
Forward-Looking Statements
The statements contained in this report that are not historical facts are
"forward-looking statements" (as such term is defined in the Private Securities
Litigation Reform Act of 1995), which can be identified by the use of
forward-looking terminology such as: "estimates," "projects," "anticipates,"
"expects," "intends," "believes," "plans," or the negative thereof or other
variations thereon or comparable terminology, or by discussions of strategy that
involve risks and uncertainties. The Company's actual results could differ
materially from those anticipated in such forward-looking statements as a result
of certain factors. For a discussion of some of the factors that could cause
actual results to differ, see the discussion under "Risk Factors" contained in
the Company's most recent Annual Report filed with the SEC on Form 10-K for
Fiscal 2002 and subsequently filed reports. Management wishes to caution the
reader that these forward-looking statements, such as statements regarding the
development of the Company's business, the Company's anticipated revenues or
capital expenditures, projected profits and other statements contained in this
report regarding matters that are not historical facts, are only estimates or
predictions. No assurance can be given that future results will be achieved.
Actual events or results may differ materially as a result of risks facing the
Company or actual results differing from the assumptions underlying such
statements. In particular, anticipated revenues could be adversely affected by
production difficulties or economic conditions negatively affecting the market
for the Company's products. Obtaining the results expected from the introduction
of the Company's new products will require timely completion of development,
successful ramp-up of full-scale production on a timely basis and customer and
consumer acceptance of those products. In addition, the Company's DMS agreements
require an ability to meet high quality and performance standards, successful
implementation of production at greatly increased volumes and an ability to
sustain production at greatly increased volumes, as to all of which there can be
no assurance. There also can be no assurance that products under development
will be successfully developed or that once developed such products will be
commercially successful. Any forward-looking statements contained in this report
represent the Company's estimates only as of the date of this report, or as of
such earlier dates as are indicated herein, and should not be relied upon as
representing its estimates as of any subsequent date. While the Company may
elect to update forward-looking statements at some point in the future, it
specifically disclaims any obligation to do so, even if its estimates change.
18
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a result of our global operating and financial activities, we are exposed to
changes in interest rates and foreign currency exchange rates that may adversely
affect our results of operations and financial position. In seeking to minimize
the risks and/or costs associated with such activities, we manage exposures to
changes in interest rates and foreign currency exchange rates through our
regular operating and financing activities.
At December 28, 2002, our exposure to changes in interest rates was minimal,
since we had no long-term or short-term debt outstanding. However, we do borrow
from time to time under our credit facilities. These borrowings are of a
short-term nature typically subject to variable interest rates based on a prime
rate or LIBOR plus or minus a margin. Since we have no debt outstanding, we do
not deem interest rate risk to be significant or material to our financial
position or results of operations. We do not presently use derivative
instruments to adjust our interest rate risk profile. We do not utilize
financial instruments for trading or speculative purposes, nor do we utilize
leveraged financial instruments.
Each of our foreign subsidiaries purchases the majority of their finished goods
inventories in U.S. Dollars and certain of their sales are in foreign currency,
thereby creating an exposure to fluctuations in foreign currency exchange rates.
We purchase certain components, raw materials and services needed to manufacture
our products in foreign currencies including Japanese Yen. The impact of foreign
exchange transactions is reflected in our statements of operations. As of
December 28, 2002, we were not engaged in any hedging activities and we had no
forward exchange contracts outstanding. See Note 1 - Basis of Presentation, in
the accompanying Notes to Condensed Consolidated Financial Statements.
Item 4. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of management,
including the Company's Chief Executive Officer and Chief Financial Officer, of
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)). Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company required to
be included in the Company's periodic Securities and Exchange Commission
filings.
There were no significant changes to our internal controls or, to our knowledge,
in other factors that could significantly affect these controls, since the date
of their evaluation.
19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Note 7 - Litigation, in the accompanying Notes to Condensed Consolidated
Financial Statements.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
No. Description Method of Filing
--- ----------- ----------------
3.1 Certificate of Incorporation, as amended Incorporated by reference to the Company's
through May 9, 2000 annual report on Form 10-K for the year
ended July 1, 2000.
3.2 Restated By-Laws, as amended through December Filed herewith.
4, 2002
10.1 Amendment No. 5, dated as of December 2, 2002, Filed herewith.
to Amended and Restated Employment Agreement
dated as of May 1, 1997, between Ira B.
Lampert and the Company
10.2 Terms of Employment between Keith L. Lampert Filed herewith.
and the Company, effective as of November 11,
2002
10.3 Amendment, dated as of November 20, 2002, to Filed herewith.
Terms of Employment dated as of January 1,
2000, between Brian F. King and the Company
10.4 Amendment, dated as of November 20, 2002, to Filed herewith.
Terms of Employment dated as of January 1,
2000, between Urs W. Stampfli and the Company
10.5 Amended and Restated 1995 Annual Incentive Filed herewith.
Compensation Plan, as amended through
September 4, 2002
10.6 Restated 2002 Long Term Cash Incentive Plan Filed herewith.
10.7 Restated Flexible Perquisite Spending Account Filed herewith.
Program for Key Executives
10.8 Tenancy Agreement, dated September 18, 2002, Filed herewith.
between Southnice Investments Limited and
Concord Camera HK Limited
20
10.9 Third Amendment, dated January 6, 2003, to Filed herewith.
Lease dated as of August 12, 1998, between CRD
Presidential, LLC and the Company
99.1 Certification of Chief Executive Officer Filed herewith.
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
99.2 Certification of Chief Financial Officer Filed herewith.
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
(b) Reports on Form 8-K
The registrant did not file any reports on Form 8-K during the quarter ended
December 28, 2002.
S I G N A T U R E
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.
CONCORD CAMERA CORP.
------------------------------------------------
(Registrant)
By: /s/ Richard M. Finkbeiner
---------------------------------------------
(Signature)
Richard M.Finkbeiner
Senior Vice President and
Chief Financial Officer
DULY AUTHORIZED AND PRINCIPAL FINANCIAL OFFICER
DATE: February 6, 2003
21
CERTIFICATION
I, Ira B. Lampert, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Concord Camera Corp. (the "registrant");
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Dated: February 6, 2003
/s/ Ira B. Lampert
-------------------------------------------
Ira B. Lampert, Chief Executive Officer
22
CERTIFICATION
I, Richard M. Finkbeiner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Concord Camera Corp. (the "Company");
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the Company as of, and for, the periods presented in
this quarterly report.
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not
there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated: February 6, 2003
/s/ Richard M. Finkbeiner
-----------------------------------------------
Richard M. Finkbeiner, Chief Financial Officer
23