-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P2DqqLAgRIOTxGv6S0Na5wavHVmbpofTNEHwFb+G06hk61tIs9IgZctn1SvKrncJ 9mVfZL/ZoYEXE9JeG+XCYg== 0000818682-06-000019.txt : 20060912 0000818682-06-000019.hdr.sgml : 20060912 20060912161635 ACCESSION NUMBER: 0000818682-06-000019 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060729 FILED AS OF DATE: 20060912 DATE AS OF CHANGE: 20060912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAROLDS STORES INC CENTRAL INDEX KEY: 0000818682 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 731308796 STATE OF INCORPORATION: OK FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10892 FILM NUMBER: 061086588 BUSINESS ADDRESS: STREET 1: 765 ASP CITY: NORMAN STATE: OK ZIP: 73069 BUSINESS PHONE: 4053294045 MAIL ADDRESS: STREET 1: 765 ASP CITY: NORMAN STATE: OK ZIP: 73069 10-Q 1 fy0710q2.txt 2ND QUARTER FORM 10-Q 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 29, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File No. 1-10892 HAROLD'S STORES, INC. (Exact name of registrant as specified in its charter) Oklahoma 73-1308796 (State or other (IRS Employer jurisdiction of Identification No.) incorporation or organization) 5919 Maple Avenue (214) 366-0600 Dallas, Texas 75235 (Registrant's telephone (Address of principal number, executive offices) including area code) (Zip 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 a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Large accelerated filer Accelerated filer Non-accelerated filer [ ] [ ] [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of August 31, 2006, the registrant had 6,223,508 shares of Common Stock outstanding. Harold's Stores, Inc. & Subsidiaries Index to Quarterly Report on Form 10-Q For the Period Ended July 29, 2006 Part I - FINANCIAL INFORMATION Pag e Item Financial Statements 1. Consolidated Balance Sheets - July 29, 2006 (unaudited) and 3 January 28, 2006 Consolidated Statements of Operations - Thirteen and Twenty-six Weeks ended July 29, 2006 5 (unaudited) and July 30, 2005, (unaudited) Consolidated Statements of Cash Flows - Twenty-six Weeks ended July 29, 2006 (unaudited) and July 6 30, 2005, (unaudited) Notes to Interim Consolidated Financial Statements 7 Item Management's Discussion and Analysis of Financial Condition 14 2. and Results of Operations Item Quantitative and Qualitative Disclosures About Market Risk 20 3. Item Controls and Procedures 20 4. Part II - OTHER INFORMATION Item Legal Proceedings 20 1. Item Risk Factors 20 1A. Item Unregistered Sales of Equity Securities and Use of Proceeds 20 2. Item Defaults Upon Senior Securities 21 3. Item Submission of Matters to a Vote of Security Holders 21 4. Item Other Information 21 5. Item Exhibits 21 6. Signatures 7 22 PART I ITEM 1. FINANCIAL STATEMENTS HAROLD'S STORES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS (In Thousands) July 29, January 2006 28, 2006 (Unaudi ted) Current assets: Cash and cash equivalents $ $ 742 636 Trade accounts receivable, less allowance for doubtful accounts 5,615 6,343 of $100 as of July 29 and $138 as of January 28 Note and other receivables 14 157 Merchandise inventories 18,607 16,657 Prepaid expenses 1,048 1,146 Total current assets 26,026 24,939 Property and equipment, at cost 42,933 41,670 Less accumulated depreciation (33,019 (31,39 and amortization ) 4) Net property and equipment 9,914 10,276 Total assets $35,940 $35,21 5 HAROLD'S STORES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' DEFICIT (In Thousands Except Share Data) July 29, January 2006 28, 2006 (Unaudi ted) Current liabilities: Accounts payable $ $ 7,507 9,013 Redeemable gift certificates 818 1,105 Accrued payroll expenses and 731 747 bonuses Accrued rent expense 365 353 Deferred gain on sale of 74 74 building Current maturities of long-term 24,282 17,64 debt 7 Total current liabilities 33,777 28,93 9 Accrued rent expense, net of 4,746 5,164 current Deferred gain, net of current 19 55 portion Long-term debt, net of current 1,170 1,199 maturities (See Note 5) Total long-term liabilities 5,935 6,418 Total liabilities 39,712 35,35 7 Commitments and contingencies (See Note 7) Convertible preferred stock of $.01 par value Amended Series 2001-A, authorized 500,000 shares, issued and outstanding 342,653 6,853 6,826 as of July 29, 2006 and 341,296 as of January 28, 2006 Series 2002-A, authorized 300,000 shares, issued and outstanding 231,550 as of July 4,631 4,548 29, 2006 and 227,372 as of January 28, 2006 Series 2003-A, authorized 100,000 shares, issued and outstanding 56,742 as of July 5,674 5,567 29, 2006 and 55,673 as of January 28,2006 Series 2006-A, authorized 100,000 shares, issued and outstanding 25,000 as of July 2,498 - 29, 2006 and none as of January 28, 2006 2001-A and 2002-A entitled to $20.00 per share, and 2003-A and 2006-A entitled to $100.00 per share, in each case plus accrued but unpaid dividends in liquidation 19,656 16,94 1 Stockholders' deficit: Common stock of $.01 par value Authorized 25,000,000 shares; issued and outstanding 62 62 6,223,508 as of July 29, 2006 and January 28, 2006 Additional paid-in capital 34,470 34,46 9 Accumulated deficit (57,958 (51,6 ) 12) (23,426 (17,0 ) 81) Less: Treasury stock of 205 shares as of July 29, 2006 and January (2) (2) 28, 2006 recorded at cost Total stockholders' deficit (23,428 (17,0 ) 83) Total liabilities and $35,940 $35,2 stockholders' deficit 15 EX-31 2 fy0710q2ex311.txt CERTIFICATION - CEO Exhibit 31.1 CERTIFICATION I, Jodi L. Taylor, certify that: 1. I have reviewed this quarterly report on Form 10-Q for the period ended July 29, 2006 of Harold's Stores, Inc.; 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 officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and we 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 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; and c) 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 report based on our evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant'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 the registrant's internal control over financial reporting. Date: September 12, 2006 /s/ Jodi L. Taylor Jodi L. Taylor, Chief Financial Officer (Principal Financial Officer) EX-31 3 fy0710q2ex312.txt CERTIFICATION - CFO Exhibit 31.2 CERTIFICATION I, Jodi L. Taylor, certify that: 1. I have reviewed this quarterly report on Form 10-Q for the period ended July 29, 2006 of Harold's Stores, Inc.; 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 officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and we 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 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; and c) 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 report based on our evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant'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 the registrant's internal control over financial reporting. Date: September 12, 2006 /s/ Jodi L. Taylor Jodi L. Taylor, Chief Financial Officer (Principal Financial Officer) EX-32 4 fy0710q2ex321.txt CERTIFICATION COMPLIANCE - CEO Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 Pursuant to 18 U.S.C. 1350, the undersigned officer of Harold's Stores, Inc. (the "Company"), hereby certifies that the Company's Quarterly Report on Form 10-Q for the quarter ended July 29, 2006 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: September 12, 2006 /s/ Leonard Snyder Leonard Snyder Chief Executive Officer EX-32 5 fy0710q2ex322.txt CERTIFICATION COMPLIANCE - CFO Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 Pursuant to 18 U.S.C. 1350, the undersigned officer of Harold's Stores, Inc. (the "Company"), hereby certifies that the Company's Quarterly Report on Form 10-Q for the quarter ended July 29, 2006 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: September 12, 2006 /s/ Jodi Taylor Jodi Taylor Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----