-----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, WqQetDv+ykNbvKqxEG9bPKOawhFr3e29+73qwpiOUxA0MSfwJ7IPmIImNvqjoCB/ GatoYJbVA+F/nYKSDf+Y5g== 0000874385-04-000012.txt : 20040128 0000874385-04-000012.hdr.sgml : 20040128 20040127184132 ACCESSION NUMBER: 0000874385-04-000012 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011201 FILED AS OF DATE: 20040128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAG SHOPS INC CENTRAL INDEX KEY: 0000874385 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOBBY, TOY & GAME SHOPS [5945] IRS NUMBER: 510333503 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19194 FILM NUMBER: 04547476 BUSINESS ADDRESS: STREET 1: 111 WAGARAW RD CITY: HAWTHORNE STATE: NJ ZIP: 07506 BUSINESS PHONE: 9734231303 MAIL ADDRESS: STREET 1: 111 WAGARAW RD CITY: HAWTHORNE STATE: NJ ZIP: 07506 10-Q/A 1 a10q1-02ae.txt AMENDED FORM 10Q1-02A FORM 10-Q/A (Amendment No. 1) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (MARK ONE) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended December 1, 2001 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. 0-19194 RAG SHOPS, INC. (Exact name of registrant as specified in its charter) DELAWARE 51-0333503 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 111 WAGARAW ROAD HAWTHORNE, NEW JERSEY 07506 (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code (973) 423-1303 Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. CLASS OUTSTANDING AT DECEMBER 31, 2001 Common stock, par value $.01 4,799,183 EXPLANATORY NOTE - AMENDMENT This Form 10-Q/A is being filed to amend and restate Rag Shops, Inc.'s unaudited consolidated financial statements for the quarterly period ended December 1, 2001. In December 2003, the Company received a check from Principal Financial Group, Inc. ("Principal") reflecting dividends payable in connection with common stock of Principal. Receipt of the dividend check prompted a Company inquiry which revealed that, due to its ownership of certain life insurance policies issued by Principal Life Insurance Company, a subsidiary of Principal, and maintained by the Company for certain key executive officers, the Company had received 9,766 shares of Principal's common stock (the "Shares") in December 2001 as consideration in the demutualization of Principal's predecessor. The effective date of the demutualization was in October 2001 and the Shares were issued in December 2001 to one of the Company's subsidiaries, the owner of the life insurance policies, in book-entry form as uncertificated shares and maintained in an account with Mellon Investor Services established by Principal in connection with its demutualization transaction. The Company had not previously recognized or recorded the Shares issued pursuant to such event. The Company has determined it will restate prior financial statements to properly reflect the transaction in the first quarter of fiscal 2002. In its restated financial statements, the Company has recorded the then fair market value ($180,671) of the Shares as part of operating income as of October 2001, in accordance with Emerging Issues Task Force Issue No. 99-4, "Accounting for Stock Received from the Demutualization of a Mutual Insurance Company". The Company has classified its holding in the Shares as "available-for-sale" pursuant to Statement of Financial Accounting Standards No. 115 "Accounting for Investments", whereby the investment will be carried at fair market value and subsequent changes in the market value of the investment will be reflected as an unrealized gain or loss in the stockholders' equity section of the balance sheets, net of deferred income taxes. Other Comprehensive Income will be presented for all periods pursuant to Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive Income" either in the Consolidated Statements of Changes in Stockholders' Equity or Notes to Consolidated Financial Statements. Comprehensive income consists of net income or loss for the current period as well as income, expenses, gains or losses, net of income taxes arising during the period that are included in separate components of equity. It includes the unrealized gains and losses on the Company's available-for-sale security, net of taxes. The fair market value of the Shares as of the close of business on December 1, 2001 was $224,130. Please refer to amendments to periodic reports filed with the Securities and Exchange Commission for periods between December 1, 2001 and November 29, 2003 for related restatements. Refer to Note 1 - Recent Developments in the Notes to Condensed Consolidated Financial Statements. For purposes of this Form 10-Q/A, and in accordance with Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, each item of the Form 10-Q for the quarterly period ended December 1, 2001, as originally filed on January 11, 2002, that was affected has been amended to the extent affected by the referenced correction and restated in its entirety. All other financial information and disclosures remain unchanged. Page 2 of 15 RAG SHOPS, INC. AND SUBSIDIARIES INDEX Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements Condensed consolidated balance sheets - December 1, 2001 (unaudited and restated), December 2, 2000 (unaudited) and September 1, 2001 4 Condensed consolidated statements of income - three months ended December 1, 2001 (unaudited and restated) and December 2, 2000 (unaudited) 5 Condensed consolidated statements of cash flows - three months ended December 1, 2001 (unaudited and restated) and December 2, 2000 (unaudited) 6 Notes to condensed consolidated financial statements 7-9 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 10-12 Part II - OTHER INFORMATION Items 1. - 5. 13 Item 6.Exhibits and Reports on Form 8-K 13 SIGNATURES 13 CERTIFICATIONS 14-15 EXHIBITS 99.1 Certification 99.2 Certification Page 3 of 15 RAG SHOPS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (All amounts in thousands)
December 1, December 1, December 2, September 1, 2001 2001 2000 2001 ---- ---- ---- ---- (Unaudited (Unaudited (Unaudited) (Note A) and Restated) and Previously Reported) ASSETS CURRENT ASSETS: Cash $ 6,320 $ 6,320 $ 6,314 $ 953 Investment in common stock 224 - - - Merchandise inventories 24,883 24,883 26,086 27,807 Prepaid expenses 445 445 302 1,194 Other current assets 447 447 222 154 Deferred taxes 855 855 852 855 ------- ------- ------- ------ Total current assets 33,174 32,950 33,776 30,963 Property and equipment, net 4,044 4,044 3,770 4,186 Deferred income taxes 336 436 350 436 Other assets 49 49 63 49 ------- ------- ------- ------ TOTAL ASSETS $ 37,603 $ 37,479 $ 37,959 $ 35,634 ======= ======= ======= ====== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable-trade $ 7,902 $ 7,902 $ 8,395 $ 8,348 Accrued expenses and other current liabilities 3,244 3,244 2,914 2,680 Accrued salaries and wages 768 768 704 720 Income taxes payable 454 454 992 165 ------- ------- ------- ------ Total current liabilities 12,368 12,368 13,005 11,913 STOCKHOLDERS' EQUITY: Common stock 48 48 48 48 Additional paid-in capital 6,236 6,236 6,242 6,238 Unamortized restricted stock awards (1) (1) (10) (3) Retained earnings 18,992 18,892 18,738 17,502 Unrealized gain on investment in common stock, net of tax 24 - - - Treasury stock, at cost, 26,880 shares (64) (64) (64) (64) -------- -------- -------- ------- Total stockholders' equity 25,235 25,111 24,954 23,721 ------- ------- ------- ------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 37,603 $ 37,479 $ 37,959 $ 35,634 ======= ======= ======= ======
Note A: Derived from the September 1, 2001 audited balance sheet. See notes to the condensed consolidated financial statements. Page 4 of 15 RAG SHOPS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (All amounts in thousands, except share data)
Three Months Ended ------------------ December 1, December 1, December 2, 2001 2001 2000 ---- ---- ---- (Restated) (Previously Reported) Net sales $ 32,552 $ 32,552 $ 30,048 Cost of merchandise sold and occupancy costs 20,271 20,271 18,606 ------ ------ ------ Gross profit 12,281 12,281 11,442 ------ ------ ------ Store expenses 7,351 7,351 6,810 General and administrative expenses 2,657 2,657 2,550 ------ ------ ------ Total operating expenses 10,008 10,008 9,360 ------ ------ ------ 2,273 2,273 2,082 Gain from demutualization 181 - - ------ ------ ------ Income from operations 2,454 2,273 2,082 Interest income, net 5 5 19 ------ ------ ------ Income before provision for income taxes 2,459 2,278 2,101 Provision for income taxes 969 888 819 ------ ------ ------ Net income $ 1,490 $ 1,390 $ 1,282 ====== ====== ====== EARNINGS PER COMMON SHARE: Basic and diluted $ .31 $ .29 $ .27 ====== ====== ======
See notes to the condensed consolidated financial statements. Page 5 of 15 RAG SHOPS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (All amounts in thousands)
Three Months Ended ------------------ December 1, December 1, December 2, 2001 2001 2000 ---- ---- ---- (Restated) (Previously Reported) Cash flows from operating activities: Net income $ 1,490 $ 1,390 $ 1,282 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 326 326 347 Amortization of restricted stock awards - - 2 Gain from demutualization (181) - - Deferred income taxes 81 - - Changes in assets and liabilities: (Increase) decrease in: Merchandise inventories 2,924 2,924 1,719 Prepaid expenses 749 749 181 Other current assets (293) (293) (123) Other assets - - 4 Increase (decrease) in: Accounts payable-trade (446) (446) 632 Accrued expenses and other current liabilities 564 564 902 Accrued salaries and wages 48 48 (189) Income taxes payable 289 289 750 ------- ------- ------- Net cash provided by operating activities 5,551 5,551 5,507 ------- ------- ------- Cash flows from investing activities: Payments for purchases of property and equipment (184) (184) (504) -------- -------- -------- Net cash used in investing activities (184) (184) (504) -------- -------- -------- Cash flows from financing activities - - - ------- ------- ------- Net increase in cash 5,367 5,367 5,003 Cash, beginning of period 953 953 1,311 ------- ------- ------- Cash, end of period $ 6,320 $ 6,320 $ 6,314 ======= ======= ======= Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ - $ - $ - ======= ======= ======= Income taxes $ 6 $ 6 $ 58 ======= ======= =======
See notes to the condensed consolidated financial statements Page 6 of 15 RAG SHOPS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED DECEMBER 1, 2001 AND DECEMBER 2, 2000 NOTE 1 - BASIS OF PRESENTATION The accompanying financial statements are unaudited, but in the opinion of management reflect all adjustments, which consist of normal recurring accruals necessary for a fair presentation of the consolidated financial statements for the interim periods. Since the Company's business is seasonal, the operating results for the three months ended December 1, 2001 are not necessarily indicative of results for other quarters or the fiscal year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended September 1, 2001 filed with the Securities and Exchange Commission in December 2001. Certain reclassifications have been made to prior year amounts in order to conform to the presentation for the current year. Recent Developments In December 2003, the Company received a check from Principal Financial Group, Inc. ("Principal") reflecting dividends payable in connection with common stock of Principal. Receipt of the dividend check prompted a Company inquiry which revealed that, due to its ownership of certain life insurance policies issued by Principal Life Insurance Company, a subsidiary of Principal, and maintained by the Company for certain key executive officers, the Company had received 9,766 shares of Principal's common stock (the "Shares") in December 2001 as consideration in the demutualization of Principal's predecessor. The effective date of the demutualization was in October 2001 and the Shares were issued in December 2001 to one of the Company's subsidiaries, the owner of the life insurance policies, in book-entry form as uncertificated shares and maintained in an account with Mellon Investor Services established by Principal in connection with its demutualization transaction. The Company had not previously recognized or recorded the Shares issued pursuant to such event. The Company has determined it will restate prior financial statements to properly reflect the transaction in the first quarter of fiscal 2002. In its restated financial statements, the Company has recorded the then fair market value ($180,671) of the Shares as part of operating income as of October 2001, in accordance with Emerging Issues Task Force Issue No. 99-4, "Accounting for Stock Received from the Demutualization of a Mutual Insurance Company". The Company has classified its holding in the Shares as "available-for-sale" pursuant to Statement of Financial Accounting Standards No. 115 "Accounting for Investments", whereby the investment will be carried at fair market value and subsequent changes in the market value of the investment will be reflected as an unrealized gain or loss in the stockholders' equity section of the balance sheets, net of deferred income taxes. Other Comprehensive Income will be presented for all periods pursuant to Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive Income" either in the Consolidated Statements of Changes in Stockholders' Equity or Notes to Consolidated Financial Statements. Comprehensive income consists of net income or loss for the current period as well as income, expenses, gains or losses, net of income taxes Page 7 of 15 arising during the period that are included in separate components of equity. It includes the unrealized gains and losses on the Company's available-for-sale security, net of taxes. The fair market value of the Shares as of the close of business on December 1, 2001 was $224,130. Please refer to amendments to periodic reports filed with the Securities and Exchange Commission for periods between December 1, 2001 and November 29, 2003 for related restatements. The following table shows the impact of the restatement from the previously filed financial statements as of December 1, 2001 and for the three months then ended (unaudited):
Previously Reported Adjustments Restated -------- ----------- -------- (Amounts in thousands except earnings per share) Current assets - Investment in common stock $ - $ 224 $ 224 Deferred income taxes - long term 436 (100) 336 Stockholders' equity - Unrealized gain on investment in common stock, net of taxes - 24 24 Stockholders' equity - Retained earnings 18,892 100 18,992 Gain from demutualization - 181 181 Provision for income taxes 888 81 969 Net income 1,390 100 1,490 Other comprehensive income 0 24 24 Total comprehensive income 1,390 124 1,514 Earnings per share - Basic and diluted $ 0.29 $ 0.02 $ 0.31
The Company did not previously file a Schedule of Comprehensive Income as there were no differences between net income and total comprehensive income. The Schedule of Comprehensive Income is as follows:
Three Months Ended ------------------ December 1, December 2, 2001 2000 ---- ---- (Amounts in thousands) Net income $ 1,490 $ 1,282 Other comprehensive income, net of taxes: Unrealized gain on investment in common stock 24 - ------------ ------------ Total comprehensive income $ 1,514 $ 1,282 ============ ============
Page 8 of 15 NOTE 2 - EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended ------------------ December 1, December 1, December 2, 2001 2001 2000 ---- ---- ---- (Restated) (Previously Reported) Numerator for basic and diluted earnings per share: Net income $ 1,490,000 $ 1,390,000 $ 1,282,000 =========== =========== =========== Denominator: Denominator for basic earnings per share-weighted average shares 4,799,183 4,799,183 4,801,583 Effect of dilutive securities: Employee stock options 1,590 1,590 3,509 ----------- ----------- ----------- Denominator for diluted earnings per share-adjusted weighted average shares and assumed conversions 4,800,773 4,800,773 4,805,092 =========== =========== =========== Basic and diluted earnings per share $ .31 $ .29 $ .27 =========== =========== ===========
Stock options excluded from the above calculation, as the effect of such options would be anti-dilutive, aggregated 76,250 in the three months ended December 1, 2001 and 166,300 in the three months ended December 2, 2000. NOTE 3 - MERCHANDISE INVENTORIES Merchandise inventories (which are all finished goods) are stated at the lower of cost (first-in, first-out method) or market as determined by the retail inventory method. Page 9 of 15 RAG SHOPS, INC. AND SUBSIDIARIES Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations The following table sets forth, as a percentage of net sales, certain items appearing in the condensed consolidated statements of income for the indicated periods.
Three Months Ended ------------------ December 1, December 1, December 2, 2001 2001 2000 ---- ---- ---- (Restated) (Previously Reported) Net sales 100.0% 100.0% 100.0% Cost of merchandise sold and occupancy costs 62.3 62.3 61.9 -------- -------- -------- Gross profit 37.7 37.7 38.1 Store expenses 22.6 22.6 22.7 General and administrative expenses 8.1 8.1 8.5 Gain from demutualization 0.6 - - -------- -------- -------- Income from operations 7.6 7.0 6.9 -------- -------- -------- Net income 4.6% 4.3% 4.3% ======== ======== ========
The Company's net sales increased $2,504,000 or 8.3% for the three months ended December 1, 2001 compared to the three months ended December 2, 2000. Of this increase, $2,207,000 was due to sales related to new larger store openings, net of sales reductions from closed smaller stores, and the balance represents an increase in comparable store sales of $297,000 or 1% over the prior comparable period. Gross profit decreased 0.4% as a percentage of net sales for the current quarter compared to the prior comparable period due primarily to an increase in occupancy expenses because of higher square footage and rent costs of new stores as compared to closed stores as well as contractual increases in rent for existing stores and secondarily due to changes in the cost of merchandise. Merchandise cost in the three months ended December 1, 2001 was effected by a shift in the weighting of purchases toward domestic merchandise that carries a higher cost than import merchandise. Store expenses increased $541,000 for the three months ended December 1, 2001 and, as a percentage of net sales, decreased 0.1% compared to the three months ended December 2, 2000. Additional payroll and payroll related expense in support of higher sales and larger stores was the primary cause of the increase. The decrease in store expenses as a percentage of net sales was principally due to the ability of the Company to leverage expenses against the increase in net sales. For the three months ended December 1, 2001, general and administrative expenses increased $107,000 and, as a percentage of net sales, decreased 0.4% compared to the prior comparable period. The increase was primarily attributable to higher payroll and payroll related expenses while the decline Page 10 of 15 RAG SHOPS, INC. AND SUBSIDIARIES as a percentage of net sales was principally a result of the ability to also leverage general and administrative expenses against the increase in net sales. Interest income, net decreased $15,000 due to the continued decline in interest rates on short-term investments during the quarter ended December 1, 2001 compared to relative interest rate stability during the prior comparable quarter. See "Liquidity and Capital Resources". Net income increased $208,000 or 16.2% for the three months ended December 1, 2001 compared to the three months ended December 2, 2000 as a result of the increase in net sales, partially offset by increases in store and general and administrative expenses, and the decrease in interest income, net. Seasonality The Company's business is seasonal, which the Company believes is typical of the retail craft and fabric industry. The Company's highest sales and earnings levels traditionally occur between September and December. The Company has historically operated at a loss during the fourth quarter of its fiscal year, the June through August summer period. Year to year comparisons of quarterly results and comparable store sales can be affected by a variety of factors, including the timing and duration of holiday selling seasons and the timing of new store openings and promotional markdowns. Liquidity and Capital Resources The Company's primary needs for liquidity are to maintain inventory for the Company's existing stores and to fund the costs of opening new stores, including capital improvements, initial inventory and pre-opening expenses. During the three months ended December 1, 2001, the Company relied on internally generated funds and credit made available by suppliers to finance inventories and new store openings. The Company's working capital increased $1,756,000 for the three months ended December 1, 2001 as compared to the September 1, 2001 amount primarily because the Company retained its net income for this period. The Company maintains a $10 million credit facility with a bank. The credit facility is renewable annually on or before each December 31 and consists of a discretionary unsecured line of credit for direct borrowings and the issuance and refinance of letters of credit. At December 31, 2001 the credit line facility was extended until March 31, 2002 pending annual renewal and management expects that the credit facility will be renewed for an additional year. Borrowings under the line of credit bear interest at the bank's prime rate (5.00% at December 1, 2001). The credit facility requires the Company to maintain a compensating balance of $400,000 in addition to certain financial covenants. Historically, the amount borrowed has varied based on the Company's seasonal requirements, generally reaching a maximum amount outstanding during the fourth quarter of each fiscal year. There were no borrowings under the line during either of the three month periods ended December 1, 2001 and December 2, 2000. The Company intends to maintain the availability of a line of credit for seasonal working capital requirements and in order to be able to take advantage of future opportunities. Page 11 of 15 RAG SHOPS, INC. AND SUBSIDIARIES Net cash provided by operating activities for the three months ended December 1, 2001 amounted to $5,551,000, and $184,000 was used for purchases of property and equipment. Net cash from operating activities increased primarily due to net income of $1,490,000, non-cash depreciation of $326,000, decreases in merchandise inventories of $2,924,000 and prepaid expenses of $749,000, and an increase in income tax payable of $289,000. During the three months ended December 1, 2001 the Company opened one store and was operating sixty-seven stores at the end of the period. During the remainder of the fiscal year ending August 31, 2002, the Company anticipates opening at least two additional new stores and closing two stores. Forward-Looking Statements This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by safe harbors created thereby. Such forward-looking statements include those regarding the Company's future results in light of current management activities, and involve known and unknown risks, including competition within the retail craft industry, weather-related changes in the selling cycle, and other uncertainties (including those risk factors referenced in Company filings with the Securities and Exchange Commission). Page 12 of 15 RAG SHOPS, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION Item 1. - 5. Not Applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 99.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350) 99.2 Certification of Acting Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.ss.1350) (b) No reports on Form 8-K have been filed during the quarter for which this report is filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RAG SHOPS, INC. Date: January 27, 2004 /s/ Stanley Berenzweig --------------------------- Stanley Berenzweig Chairman of the Board and Chief Executive Officer Date: January 27, 2004 /s/ Steven B. Barnett --------------------- Steven B. Barnett Acting Principal Financial Officer and Acting Principal Accounting Officer Page 13 of 15 CERTIFICATIONS I, Stanley Berenzweig, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Rag Shops, 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 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 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. SIGNATURE TITLE(S) DATE /S/ STANLEY BERENZWEIG Principal Executive January 27, 2004 - ---------------------- and Director Stanley Berenzweig Page 14 of 15 CERTIFICATIONS I, Steven B. Barnett, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Rag Shops, 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 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 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. SIGNATURE TITLE(S) DATE /S/ Steven B. Barnett Executive Vice President, January 27, 2004 - --------------------- Acting Chief Financial Officer Steven B. Barnett Page 15 of 15 EXHIBIT 99.1 RAG SHOPS, INC. CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C.ss.1350) The undersigned, Stanley Berenzweig, the Chief Executive Officer of Rag Shops, Inc. (the "Company"), has executed this Certification in connection with the filing with the Securities and Exchange Commission of the Company's Quarterly report on Form 10-Q/A for the quarter ended December 1, 2001 (the "Report"). The undersigned hereby certifies that: - The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and - the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this Certification as of the 27th day of January, 2004. /S/ Stanley Berenzweig ---------------------- Chief Executive Officer EXHIBIT 99.2 RAG SHOPS, INC. CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. ss.1350) The undersigned, Steven B. Barnett, the Acting Chief Financial Officer of Rag Shops, Inc. (the "Company"), has executed this Certification in connection with the filing with the Securities and Exchange Commission of the Company's Quarterly report on Form 10-Q/A for the quarter ended December 1, 2001 (the "Report"). The undersigned hereby certifies that: - the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and - the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this Certification as of the 27th day of January, 2004. /S/Steven B. Barnett -------------------- Acting Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----