10-Q 1 a2081976z10-q.txt 10-Q 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 APRIL 27, 2002 OR _ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 0-21379 COMMUNITY DISTRIBUTORS, INC. CDI GROUP, INC. (Exact name of registrants as specified in their charters) DELAWARE 22-1833660 22-3349976 (States or other jurisdictions of (I.R.S. Employer incorporation or organization) Identification Nos.) 800 COTTONTAIL LANE FRANKLIN TOWNSHIP SOMERSET, NEW JERSEY 08873-1227 (Address of principal executive offices) (732) 748-8900 (Registrants' telephone number, including area code) Indicate by check mark whether the registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes X No __ -- Number of shares of Common Stock, $.01 par value per share, of Community Distributors, Inc. outstanding at June 11, 2002: 1,000 shares. Number of shares of Class A Voting Common Stock, $.00001 par value per share, of CDI Group, Inc. outstanding at June 11, 2002: 196,632 shares. Number of shares of Class B Non-Voting Common Stock, $.00001 par value per share, of CDI Group, Inc. outstanding at June 11, 2002: 187,922 shares. COMMUNITY DISTRIBUTORS, INC. CDI GROUP, INC. INDEX

ITEM PAGE NUMBER NUMBER ------~~---~~ ------ PART I. FINANCIAL INFORMATION Item 1. Condensed Financial Statements...................................................~~.........................~~ 3 COMMUNITY DISTRIBUTORS, INC. Condensed Statements of Operations (Unaudited) - For the Three ~~Months~~and Nine Month Periods Ended ~~October~~April 27, ~~2001~~2002 and ~~October~~April 28, ~~2000~~2001.....................~~........................................~~ 3 Condensed Balance Sheets (Unaudited) - As of ~~October~~April 27, ~~2001~~2002 and July 28, 2001..................................................................~~.........................~~ 4 Condensed Statements of Cash Flows (Unaudited) - For the Three ~~Months~~and Nine Month Periods Ended ~~October~~April 27, ~~2001~~2002 and ~~October~~April 28, ~~2000~~2001.....................~~........................................~~ 5 Notes to Condensed Financial Statements of Community Distributors, Inc. (Unaudited).......................................~~.........................~~ 6 CDI GROUP, INC. AND SUBSIDIARY Condensed Consolidated Statements of Operations (Unaudited) - For the Three ~~Months~~and Nine Month Periods Ended ~~October~~April 27, ~~2001~~2002 and ~~October~~April 28, ~~2000~~2001.....................~~.................................~~ 8 Condensed Consolidated Balance Sheets (Unaudited) - As of ~~October~~April 27, ~~2001~~2002 and July 28, 2001..............................................................~~.........................~~ 9 Condensed Consolidated Statements of Cash Flows (Unaudited) - For the Three ~~Months~~and Nine Month Periods Ended ~~October~~April 27, ~~2001~~2002 and ~~October~~April 28, ~~2000~~2001.................~~.....................................~~ 10 Notes to Condensed Consolidated Financial Statements of CDI Group, Inc. and Subsidiary (Unaudited).....................................~~.........................~~ 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..................................................................~~.........................~~ 1314 Item 3. Quantitative and Qualitative Disclosures About Market Risk.......................~~.........................~~ 1820 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K.................................................~~.........................~~ 1921 SIGNATURES.......................................................................~~.........................~~ 2022

2 PART I - FINANCIAL INFORMATION Item 1. Condensed Financial Statements COMMUNITY DISTRIBUTORS, INC. CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (Amounts in thousands)

~~THREE~~Three ~~MONTHS~~Months ~~ENDED~~Ended Nine Months Ended April 27, April 28, April 27, April 28, 2002 2001 2002 2001 ------------- -------------- ~~OCTOBER 27, OCTOBER 28, 2001 2000~~ ------------- -------------- Net sales $ 75,443 $ 72,~~666~~776 $ 70235,~~789~~786 $ 228,965 Cost of sales 5356,~~679~~171 53,~~850~~732 172,911 170,159 ------------- ------------- ------------- -------------- Gross profit 1819,~~987~~272 1619,~~939~~044 62,875 58,806 Selling, general and administrative expenses 1617,~~558~~596 1617,~~739~~234 52,691 53,068 Administrative fees 6362 63 187 188 Depreciation and amortization 1,~~081~~001 1,~~508~~535 3,167 4,585 Other income/(expense), net ~~146~~(37) ~~460~~333 175 845 ------------- ------------- ------------- -------------- Operating income 576 545 7,005 1,~~431~~810 ~~(911)~~ Interest expense, net 1,~~990~~797 2,~~136~~164 5,776 6,495 ------------- ------------- ~~Income~~------------- -------------- Income/(loss) before income taxes (~~559~~1,221) (31,~~047~~619) 1,229 (4,685) Provision (benefit) for income taxes (~~212~~596) (444) 408 (1,~~162~~249) Income/(loss) before extraordinary item and cumulative effect of accounting ------------- ------------- ~~Net~~------------- -------------- change (625) (1,175) 821 (3,436) Extraordinary gain on repurchase of long-term debt, net of income taxes of $0 6,641 - 6,641 - Cumulative effect of change in accounting for goodwill, net of income taxes of $0 - - (7,236) - ------------- ------------- ------------- -------------- Net income/(loss) $ 6,016 $ (~~347~~1,175) $ 226 $ (13,~~885~~436) ============= ============= ============= ==============

See accompanying notes to condensed financial statements. 3 COMMUNITY DISTRIBUTORS, INC. CONDENSED BALANCE SHEETS (UNAUDITED) (Amounts in thousands)

ASAs OFof ASAs OFof ~~OCTOBER~~April 27, ~~JULY~~July 28, ~~2001~~2002 2001 ----------- ----------- ASSETS: Cash and cash equivalents $ 12,~~607~~579 $ 2,215 Accounts receivable 89,~~248~~092 7,547 Inventory 40,~~807~~441 33,949 Prepaid expenses and other current assets 1,~~492~~603 1,341 ----------- ----------- TOTAL CURRENT ASSETS 5253,~~154~~715 45,052 Property and equipment, net 1110,~~893~~443 12,298 Deferred charges and other assets 65,~~154~~643 6,397 Goodwill, net 2518,~~856~~620 25,856 ----------- ----------- TOTAL ASSETS $ 9688,~~057~~421 $ 89,603 =========== =========== LIABILITIES: Revolver borrowings $ 716,~~550~~650 $ -- Accounts payable 1514,~~401~~505 14,101 Accrued expenses and other current liabilities 56,~~746~~425 8,470 Current portion of supplier advances 650 650 ----------- ----------- TOTAL CURRENT LIABILITIES 2938,~~347~~230 23,221 Long-term debt 7456,~~000~~975 74,000 Supplier advances, net of current portion 21,~~214~~896 2,359 Other long-term liabilities 78,~~911~~162 7,091 ----------- ----------- TOTAL LIABILITIES $ ~~113~~105,~~472~~263 $ 106,671 ----------- ----------- STOCKHOLDER'S DEFICIT: Common stock, $.01 par value, 1,000 shares authorized, issued and outstanding -- -- Additional paid-in capital -- -- Retained earnings (deficit) ~~127~~700 474 Distribution in excess of capital (17,542) (17,542) ----------- ----------- TOTAL STOCKHOLDER'S DEFICIT (1716,~~415~~842) (17,068) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT $ 9688,~~057~~421 $ 89,603 =========== ===========

See accompanying notes to condensed financial statements. 4 COMMUNITY DISTRIBUTORS, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Amounts in thousands)

~~THREE~~Three ~~MONTHS~~Months ~~ENDED~~Ended Nine Months Ended ----------------------------- ~~OCTOBER~~----------------------------- April 27, ~~OCTOBER~~April 28, April 27, April 28, 2002 2001 ~~2000~~2002 2001 ------------- ------------- ------------- -------------- CASH FLOWS USED IN OPERATING ACTIVITIES: Net income /(loss) $ 6,016 $ (~~347~~1,175) $ 226 $ (13,~~885~~436) Depreciation and amortization 1,~~146~~096 1,~~554~~610 3,459 4,761 Non-cash rent expense ~~127~~134 ~~198~~151 370 534 LIFO provision 113 ~~300~~150 338 550 Gain on repurchase of long-term debt (6,641) - (6,641) - Cumulative effect of change in accounting for goodwill - - 7,236 - Changes in operating assets and liabilities (116,~~285~~443) (155,~~268~~075) (10,396) (11,680) ------------- ------------- ------------- -------------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (105,~~246~~725) (154,~~101~~339) (5,408) (9,271) CASH FLOWS USED IN INVESTING ACTIVITIES: Capital expenditures (~~498~~121) (~~452~~102) ~~Acquisitions~~(1,132) of(2,102) ~~pharmacy~~------------- ~~customer lists~~ ------------- ~~(397)~~ ------------- -------------- NET CASH USED IN INVESTING ACTIVITIES (~~498~~121) (~~849~~102) (1,132) (2,102) CASH FLOWS FROM FINANCING ACTIVITES: Proceeds from revolver borrowings 2637,~~775~~900 3223,~~300~~200 75,895 76,925 Repayments of revolver borrowings (1921,~~225~~250) (1820,~~050~~475) (59,245) (67,175) Repurchases of long-term debt (10,086) - (10,086) - Credit Facility extension fees paid (250) - (250) - Cash overdraft 2590 1,~~586~~562 590 1,~~769~~562 ------------- ------------- ------------- -------------- NET CASH FROM (USED IN) FINANCING ACTIVITES 106,~~136~~904 164,~~019~~287 6,904 11,312 Net increase (decrease) in cash and cash equivalents 1,058 (~~608~~154) 69364 (61) Cash and cash equivalents at beginning of period 1,521 557 2,215 464 ------------- ------------- ------------- -------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 12,~~607~~579 $ ~~533~~403 $ 2,579 $ 403 ============= ============= ============= ==============

See accompanying notes to condensed financial statements. 5 COMMUNITY DISTRIBUTORS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (Dollars in Thousands) (Unaudited) (1) BASIS OF PRESENTATION: The accompanying financial statements should be read in conjunction with the audited financial statements of Community Distributors, Inc. (the "Company"), and the notes thereto contained in the Company's annual report on Form 10-K for its fiscal year ended July 28, 2001. The Company, a wholly owned subsidiary of CDI Group, Inc. (the "Parent"), is engaged in the operation of retail stores throughout New Jersey. These interim financial statements are unaudited but, in the opinion of management, include all adjustments, consisting only of normal recurring items, necessary to fairly present the financial position and operating results and cash flows for the interim periods. Results for interim periods are not necessarily indicative of results for the full year. The year-end balance sheet data was derived from the audited financial statements but does not include all disclosures required by generally accepted accounting principles. (2) ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (3) CONTINGENCIES: The Company is a defendant in various lawsuits arising in the ordinary course of business. In the opinion of management, the disposition of these lawsuits should not have a material impact on the Company's results of operations, financial position, and cash flows. (4) DEBT: Long-term debt includes $56,975 of 10 1/4% senior notes due in 2004 (the "Senior Notes"), which are guaranteed by the Parent. The terms of the Senior Notes include certain restrictive covenants regarding the payment of dividends, the incurrence of debt, the use of proceeds resulting from disposition of assets and certain other defined activities. Under the relevant debt agreements, in the event of a change in control, as defined in such agreements, the Company is required to repurchase all such outstanding notes. In March 2002, the Company repurchased an aggregate of $17,025 principal amount of Senior Notes at an average purchase price of $592 per $1,000 principal amount of Senior Notes, plus accrued and unpaid interest. The financial statements as of and for the three-month and nine-month periods ending April 27, 2002 reflect the amount of Senior Notes outstanding subsequent to this aggregate repurchase and the gain on the aggregate repurchase, net of the related write-down of deferred financing costs. Effective February 11, 2002, the Company amended the terms of its revolving credit facility (the "Facility") with a bank. Under this amendment, the Facility limit was increased to $30,000 with a sublimit for the repurchase of Senior Notes in the amount of $15,000, although the Company is currently limited to utilizing only $25,000 of the Facility under the terms of the Senior Notes. In addition, the Company extended the term of the Facility to April 2004, incurred an extension fee of $250 and is subject to certain prepayment fees. This amendment also provides the Company with the ability to reduce the commitment upon request. The Facility bears interest at either prime rate or the London Interbank Offered Rate ("LIBOR") plus 1.75% and is collateralized by the Company's eligible accounts receivable and inventory balances, as defined. Included in the Facility is a $5,000 letter of credit facility. Outstanding letters of credit, guaranteeing certain contingent purchases which are not reflected in the accompanying financial statements, totaled approximately $227 and $937 at April 27, 2002 and July 28, 2001, respectively. At April 27, 2002, $8,123 of the Facility was available to the Company. The Facility contains certain financial and operating covenants, including a minimum fixed charge ratio. Additionally, the Company 6 COMMUNITY DISTRIBUTORS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (Dollars in Thousands) (Unaudited) cannot make any dividend or other distributions with respect to any share of stock other than in certain limited circumstances. (5) INVENTORY COSTING METHOD: Inventory at interim periods is valued on a last-in, first-out (LIFO) basis that is determined based on current estimates of gross profit rate, inflation rates and inventory levels, and is adjusted for the results of physical inventories. The results of the last physical inventory that was taken on January 26, 2002 did not have a material impact on the results of operations, financial position and cash flows. (6) GOODWILL: Effective July 29, 2001, the Company adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", ("SFAS 142"), which requires that goodwill not be amortized but instead be tested at least annually for impairment by reporting unit and expensed against earnings when the implied fair value of a reporting unit, including goodwill, is less than its carrying amount. Adoption of SFAS 142 has resulted in the elimination of goodwill amortization expense of $479 and $1,437 during the three-month and nine- month periods ended April 27, 2002. The Company has completed its assessment of goodwill during its second quarter, which resulted in goodwill impairment of $7,236 that has been recorded as a cumulative effect of accounting change as of the beginning of the current fiscal year. In accordance with SFAS 142, the Company has restated its first quarter results to give effect to this accounting change. The Company's restated first quarter results for such cumulative effect of accounting change results in a net loss of $7,583 as compared to the previously reported net loss of $347 for the quarter ended October 27, 2001. The $7,236 cumulative effect of change in accounting has no tax effect, as the Company's goodwill is nondeductible for tax reporting purposes. The Company has performed its assessment of goodwill and other intangible assets by comparing the fair value of the Company, which has been determined to be the reporting unit for such measurement purposes, to its net book value in accordance with the provisions of SFAS 142. The Company has estimated its fair value based upon a combination of historical and projected results giving appropriate weighting to such data in arriving at an estimate of fair value. The Company's equity is not subject to quotations. (7) ACCOUNTING POLICIES: Statement of Financial Accounting Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-Lived Assets", was issued in August 2001. SFAS 144 establishes accounting and reporting standards for impairment of long-lived assets that are to be disposed. SFAS 144 is effective for fiscal years beginning after December 15, 2001. The Company is evaluating the impact, if any, of adopting SFAS 144 but does not believe the effect of adoption will be material. (8) SIGNIFICANT EVENT: On February 24, 2002, the Company suffered the total loss of one of its Cost Cutters stores due to a fire. During the fiscal year ended July 28, 2001, this store contributed $0.3 million of the total Company's income before income taxes. The Company maintains insurance to recover its loss of inventory, property and equipment and lost profits from this store location. The Company does not expect to be able to reopen this store until the second half of the fiscal year ending July 26, 2003. The financial statements for the three-month and nine-month periods ended April 27, 2002 reflect the loss of the operation of this Cost Cutters store as of February 24, 2002. 7 CDI GROUP, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Amounts in thousands)

~~THREE~~Three ~~MONTHS~~Months ~~ENDED~~Ended Nine Months Ended ----------------------------- ~~OCTOBER~~----------------------------- April 27, ~~OCTOBER~~April 28, April 27, April 28, 2002 2001 ~~2000~~2002 2001 ------------- ------------- ------------- -------------- Net sales $ 75,443 $ 72,~~666~~776 $ 70235,~~789~~786 $ 228,965 Cost of sales 5356,~~679~~171 53,~~850~~732 172,911 170,159 ------------- ------------- ------------- -------------- Gross profit 1819,~~987~~272 1619,~~939~~044 62,875 58,806 Selling, general and administrative expenses 1617,~~558~~596 1617,~~739~~234 52,691 53,068 Administrative fees 6362 63 187 188 Depreciation and amortization 1,~~081~~001 1,~~508~~535 3,167 4,585 Other income/(expense), net ~~146~~(37) ~~460~~333 175 845 ------------- ------------- ------------- -------------- Operating income 576 545 7,005 1,~~431~~810 ~~(911)~~ Interest expense, net 2,~~576~~441 2,~~668~~750 7,591 8,144 ------------- ------------- ~~Income~~------------- ~~(loss)~~-------------- Loss before income taxes (1,~~145~~865) (32,~~579~~205) ~~Provision~~(586) (~~benefit~~6,334) Benefit for income taxes (~~417~~821) (649) (227) (1,~~348~~825) Loss before extraordinary items and cumulative effect of ------------- ------------- ~~Net~~------------- -------------- accounting change (1,044) (1,556) (359) (4,509) Extraordinary gain on repurchase of long-term debt, net of income taxes of $0 6,641 - 6,641 - Cumulative effect of change in accounting for goodwill, net of income taxes of $0 - - (7,236) - ------------- ------------- ------------- -------------- Net income/(loss) $ 5,597 $ (~~728~~1,556) $ (2954) $ (4,~~231~~509) ============= ============= ============= ==============

See accompanying notes to condensed consolidated financial statements. 8 CDI GROUP, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Amounts in thousands)

ASAs OFof ASAs OFof ~~OCTOBER~~April 27, ~~JULY~~July 28, ~~2001~~2002 2001 ----------- ----------- ASSETS: Cash and cash equivalents $ 12,~~607~~579 $ 2,215 Accounts receivable 89,~~290~~138 7,587 Inventory 40,~~807~~441 33,949 Prepaid expenses and other current assets 1,~~492~~603 1,341 ----------- ----------- TOTAL CURRENT ASSETS 5253,~~196~~761 45,092 Property and equipment, net 1110,~~893~~443 12,298 Deferred charges and other assets 65,~~154~~643 6,397 Goodwill, net 2518,~~856~~620 25,856 ----------- ----------- TOTAL ASSETS $ 9688,~~099~~467 $ 89,643 =========== =========== LIABILITIES: Revolver borrowings $ 716,~~550~~650 $ -- Accounts payable 1514,~~401~~505 14,101 Accrued expenses and other current liabilities 5,~~541~~790 7,710 Current portion of supplier advances 650 650 ----------- ----------- TOTAL CURRENT LIABILITIES 2937,~~142~~595 22,461 Long-term debt 7456,~~000~~975 74,000 Subordinated debt 2526,~~253~~486 24,665 Supplier advances, net of current portion 21,~~214~~896 2,359 Other long-term liabilities 34,~~882~~133 3,821 ----------- ----------- TOTAL LIABILITIES $ ~~134~~127,~~491~~085 $ 127,306 ----------- ----------- COMMITMENTS AND CONTINGENCIES: Redeemable preferred stock, $1.00 par value, 7,862 authorized, issued and outstanding, redemption value $100 per share 786 786 Redeemable shares of Class A voting common stock, 57,963 shares issued and outstanding at net redemption value at ~~October~~April 27, ~~2001~~2002 and July 28, 2001 493 493 STOCKHOLDERS' DEFICIT: Class A voting common stock, $.00001 par value, authorized 600,000 shares, 196,632 issued and outstanding at ~~October~~April 2827, ~~2001~~2002 and July 28, 2001 -- -- Class B non-voting common stock, $.00001 par value, authorized 600,000 shares, 187,922 issued and outstanding at ~~October~~April 27, ~~2001~~2002 and July 28, 2001 -- -- Additional paid-in capital -- -- Retained deficit (5,~~067~~293) (4,338) Distribution in excess of capital (34,604) (34,604) ----------- ----------- TOTAL STOCKHOLDERS' DEFICIT (39,~~671~~897) (38,942) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 9688,~~099~~467 $ 89,643 =========== ===========

See accompanying notes to condensed consolidated financial statements. 9 CDI GROUP, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Amounts in thousands)

~~THREE~~Three ~~MONTHS~~Months ~~ENDED~~Ended Nine Months Ended ----------------------------- ~~OCTOBER~~----------------------------- April 27, ~~OCTOBER~~April 28, April 27, April 28, 2002 2001 ~~2000~~2002 2001 ------------- ------------- ------------- -------------- CASH FLOWS USED IN OPERATING ACTIVITIES: Net income (loss) $ 5,597 $ (~~728~~1,556) $ (2954) $ (4,~~231~~509) Depreciation and amortization 1,~~146~~096 1,~~554~~610 3,459 4,761 Non-cash rent expense ~~127~~136 ~~198~~151 370 534 Non-cash interest expense 646 586 ~~532~~1,821 1,649 LIFO provision 113 ~~300~~150 338 550 Gain on repurchase of long-term debt (6,641) - (6,641) - Cumulative effect of change in accounting for goodwill - - 7,236 - Changes in operating assets and liabilities (6,672) (5,280) (11,~~490~~037) 15(12,~~454~~256) ------------- ------------- ------------- -------------- NET CASH ~~PROVIDED BY (~~USED IN) OPERATING ACTIVITIES (105,~~246~~725) (154,~~101~~339) (5,408) (9,271) CASH FLOWS USED IN INVESTING ACTIVITIES: Capital expenditures (~~498~~121) (~~452~~102) ~~Acquisition~~(1,132) of(2,102) ~~pharmacy~~------------- ~~customer lists~~ ------------- ~~(397)~~ ------------- -------------- NET CASH USED IN INVESTING ACTIVITIES (~~498~~121) (~~849~~102) (1,132) (2,102) CASH FLOWS USED IN FINANCING ACTIVITES: Proceeds from revolver borrowings 2637,~~775~~900 3223,~~300~~200 75,895 76,925 Repayments of revolver borrowings (1921,~~225~~250) (1820,~~050~~475) (59,245) (67,175) Repurchases of long-term debt (10,086) - (10,086) - Credit Facility extension fees paid (250) - (250) - Cash overdraft 2590 1,~~586~~562 590 1,~~769~~562 ------------- ------------- ------------- -------------- NET CASH FROM ~~(USED IN)~~ FINANCING ACTIVITES 106,~~136~~904 164,~~019~~287 6,904 11,312 Net increase (decrease) in cash and cash equivalents 1,058 (~~608~~154) 69364 (61) Cash and cash equivalents at beginning of period 1,521 557 2,215 464 ------------- ------------- ------------- -------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 12,~~607~~579 $ ~~533~~403 $ 2,579 $ 403 ============= ============= ============= ==============

See accompanying notes to condensed consolidated financial statements. 10 CDI GROUP, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in Thousands) (Unaudited) (1) BASIS OF PRESENTATION: The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements of CDI Group, Inc. (the "Parent") and Subsidiary (defined below and collectively referred to with the parent as the "Company"), and the notes thereto contained in the Company's annual report on Form 10-K for its fiscal year ended July 28, 2001. The accompanying condensed consolidated financial statements include the accounts of the Parent and its wholly-owned subsidiary, Community Distributors, Inc. (the "Subsidiary"), which is engaged in the operation of retail stores throughout New Jersey. These interim consolidated financial statements are unaudited but, in the opinion of the Company, include all adjustments, consisting only of normal recurring items, necessary to fairly present the financial position, operating results, and cash flows for the interim periods. Results for interim periods are not necessarily indicative of results for the full year. The year-end balance sheet data was derived from the audited financial statements but does not include all disclosures required by generally accepted accounting principles. (2) ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (3) CONTINGENCIES: The Company is a defendant in various lawsuits arising in the ordinary course of business. In the opinion of management, the disposition of these lawsuits should not have a material impact on the Company's consolidated results of operations, financial position, and cash flows. (4) DEBT: Long-term debt includes $56,975 of 10 1/4% senior notes due in 2004 (the "Senior Notes"), which are guaranteed by the Parent. The terms of the Senior Notes include certain restrictive covenants regarding the payment of dividends, the incurrence of debt, the use of proceeds resulting from disposition of assets and certain other defined activities. Under the relevant debt agreements, in the event of a change in control, as defined in such agreements, the Company is required to repurchase all such outstanding notes. In March 2002, the Company repurchased an aggregate of $17,025 principal amount of Senior Notes at an average purchase price of $592 per $1,000 principal amount of Senior Notes, plus accrued and unpaid interest. The financial statements as of and for the three-month and nine-month periods ending April 27, 2002 reflect the amount of Senior Notes outstanding subsequent to this aggregate repurchase and the gain on the aggregate repurchase, net of the related write-down of deferred financing costs. Effective February 11, 2002, the Company amended the terms of its revolving credit facility (the "Facility") with a bank. Under this amendment, the Facility limit was increased to $30,000 with a sublimit for the repurchase of Senior Notes in the amount of $15,000, although the Company is currently limited to utilizing only $25,000 of the Facility under the terms of the Senior Notes. In addition, the Company extended the term of the Facility to April 2004, incurred an extension fee of $250 and is subject to certain prepayment fees. This amendment also provides the Company with the ability to reduce the commitment upon request. The Facility bears interest at either prime rate or the London Interbank Offered Rate ("LIBOR") plus 1.75% and is collateralized by the Company's eligible accounts receivable and inventory balances, as defined. Included in the Facility is a $5,000 letter of credit facility. Outstanding letters of credit, guaranteeing certain contingent purchases which are not reflected in the accompanying financial statements, totaled approximately $227 and $937 at April 27, 2002 and July 28, 2001. At April 27, 2002, $8,123 of the Facility was available to the Company. The Facility contains certain 11 CDI GROUP, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in Thousands) (Unaudited) financial and operating covenants, including a minimum fixed charge ratio. Additionally, the Company cannot make any dividend or other distributions with respect to any share of stock other than in certain limited circumstances. In addition to the outstanding Senior Notes issued by the Subsidiary, the Parent had outstanding long-term debt, consisting of senior subordinated notes due January 31, 2005, in the amount of $26,486 and $24,665 at April 27, 2002 and July 28, 2001, respectively, which includes accrued interest. (5) INVENTORY COSTING METHOD: Inventory at interim periods is valued on a last-in, first-out (LIFO) basis that is determined based on current estimates of gross profit rate, inflation rates and inventory levels, and is adjusted for the results of physical inventories. The results of the last physical inventory that was taken on January 26, 2002 did not have a material impact on the results of operations, financial position and cash flows. (6) GOODWILL: Effective July 29, 2001, the Company adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", ("SFAS 142"), which requires that goodwill not be amortized but instead be tested at least annually for impairment by reporting unit and expensed against earnings when the implied fair value of a reporting unit, including goodwill, is less than its carrying amount. Adoption of SFAS 142 has resulted in the elimination of goodwill amortization expense of $479 and $1,437 during the three-month and nine-month periods ended April 27, 2002. The Company has completed its assessment of goodwill during its second quarter, which resulted in goodwill impairment of $7,236 which has been recorded as a cumulative effect of accounting change as of the beginning of the current fiscal year. In accordance with SFAS 142, the Company has restated its first quarter results to give effect to this accounting change. The Company's restated first quarter results for such cumulative effect of accounting change results in a net loss of $7,583 as compared to the previously reported net loss of $347 for the quarter ended October 27, 2001. The $7,236 cumulative effect of change in accounting has no tax effect as the Company's goodwill is nondeductible for tax reporting purposes. The Company has performed its assessment of goodwill and other intangible assets by comparing the fair value of the Company, which has been determined to be the reporting unit for such measurement purposes, to its net book value in accordance with the provisions of SFAS 142. The Company has estimated its fair value based upon a combination of historical and projected results giving appropriate weighting to such data in arriving at an estimate of fair value. The Company's equity is not subject to quotations. (7) ACCOUNTING POLICIES: Statement of Financial Accounting Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-Lived Assets", was issued in August 2001. SFAS 144 establishes accounting and reporting standards for impairment of long-lived assets that are to be disposed. SFAS 144 is effective for fiscal years beginning after December 15, 2001. The Company is evaluating the impact, if any, of adopting SFAS 144 but does not believe the effect of adoption will be material. 12 CDI GROUP, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in Thousands) (Unaudited) (8) SIGNIFICANT EVENT: On February 24, 2002, the Company suffered a total loss of one of its Cost Cutters stores due to a fire. During the fiscal year ended July 28, 2001, this store contributed $0.3 million of the total Company's income before income taxes. The Company maintains insurance to recover its loss of inventory, property and equipment and lost profits from this store location. The Company does not expect to be able to reopen this store until the second half of the fiscal year ending July 26, 2003. The financial statements for the three-month and nine-month periods ended April 27, 2002 reflect the loss of the operation of this Cost Cutters store as of February 24, 2002. 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAUTIONARY NOTE This Quarterly Report on Form 10-Q may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, including, but not limited to, (i) statements about possible changes in the rate of increase of pharmacy sales to participants in managed health care plans and other third-party payer plans ("Third Party Plans") as a percentage of total pharmacy sales, and its impact on profitability; (ii) the ability of Community Distributors, Inc. (the "Company") to meet its debt service obligations and to fund anticipated capital expenditures and working capital requirements in the future; (iii) statements regarding repurchases by the Company of its Senior Notes; (iv) statements regarding the effect of the fire in one of the Cost Cutters stores; and (v) certain other statements identified or qualified by words such as "likely", "will", "suggests", "may", "would", "could", "should", "expects", "anticipates", "estimates", "plans", "projects", "believes", or similar expressions (and variants of such words or expressions). Investors are cautioned that forward-looking statements are inherently uncertain. These forward-looking statements represent the judgment of the Company and of CDI Group, Inc. (the "Holding Company") as of the date of this Quarterly Report on Form 10-Q, and the Company and the Holding Company caution readers not to place undue reliance on such statements. Actual performance and results of operations may differ materially from those projected or suggested in the forward-looking statements due to certain risks and uncertainties, including, but not limited to, the risks and uncertainties described or discussed in the section "Certain Risks" in the Annual Report on Form 10-K for its fiscal year ended July 28, 2001 for the Company and for the Holding Company. RESULTS OF OPERATIONS Except where indicated below, the following discussion relates to the operations of the Company only. The Holding Company conducts no operations separate from the Company. COMPARISON OF THE THREE MONTHS ENDED APRIL 27, 2002 (THE "2002 THREE-MONTH PERIOD") WITH THE THREE MONTHS ENDED APRIL 28, 2001 (THE "2001 THREE-MONTH PERIOD"). Net sales for the 2002 Three-Month Period were $75.4 million as compared to $72.8 million for the 2001 Three-Month Period, an increase of $2.6 million, or 3.6%. This increase, which includes a 5.5% increase in same-store sales, was primarily due to a 14.6% increase in pharmacy sales from $29.5 million for the 2001 Three-Month Period to $33.8 million for the 2002 Three-Month Period, including a 17.8% increase in pharmacy sales to Third Party Plan customers from $25.9 million for the 2001 Three-Month Period to $30.5 million for the 2002 Three-Month Period, offset by a 3.9% decrease in sales of non-pharmacy products from $43.3 million for the 2001 Three-Month Period to $41.6 million for the 2002 Three-Month Period. The Company attributes the decrease in net sales of non-pharmacy products primarily to the earlier date of the Easter holiday, the cooler and wetter weather that impacted sales of lawn and garden merchandise, and the continuing levels of increased competition in the Company's markets. The number of prescriptions filled (including prescriptions filled for Third Party Plan customers) was approximately 620,000 for the 2002 Three-Month Period as compared to approximately 585,000 for the 2001 Three-Month Period, an increase of approximately 35,000, or 6.0%. The number of prescriptions filled for Third Party Plan customers increased to approximately 552,000 for the 2002 Three-Month Period, as compared to 509,000 for the 2001 Three-Month Period, an increase of approximately 43,000, or 8.4%. Pharmacy sales to non-Third Party Plan customers were $3.3 million in the 2002 Three-Month Period as compared to $3.6 million in the 2001 Three-Month Period, a decrease of $0.3 million, or 8.3%, due to the increased participation of the Company's customers in Third Party Plans and a decrease in the number of prescriptions filled for non-Third Party Plan customers from approximately 76,000 in the 2001 Three-Month Period to approximately 68,000 in the 2002 Three-Month Period. Gross profit was $19.3 million for the 2002 Three-Month Period, as compared to $19.0 million for the 2001 Three-Month Period, an increase of $0.3 million, or 1.6%. Gross profit as a percentage of net sales was 25.6% for the 2002 Three-Month Period as compared to 26.1% for the 2001 Three-Month Period. This 0.5% decrease in gross profit as a percentage of net sales was due primarily to a larger portion of sales being generated from pharmacy products that generate lower gross profit than sales of non-pharmacy products. Gross profit on total pharmacy sales (including sales to Third Party Plan customers) was $6.1 million for the 2002 Three-Month Period as compared to $5.5 million for the 2001 Three-Month Period, an increase of $0.6 million, or 14 10.9%, which was primarily the result of the increase in sales and prescriptions filled on a same store basis, the maturing of new stores opened in the last three fiscal years and the acquisition of the inventory and customer lists of independent pharmacies during the last three fiscal years. Gross profit on sales to Third Party Plan customers was $4.7 million for the 2002 Three-Month Period as compared to $4.3 million for the 2001 Three-Month Period, an increase of $0.4 million, or 9.3%, which was primarily the result of the increase in the number of prescriptions sold to Third Party Plan customers. Gross profit on sales of pharmacy products to non-Third Party Plan customers was $1.4 million in the 2002 Three-Month Period as compared to $1.2 million for the 2001 Three-Month Period, an increase of $0.2 million, or 16.7%, which was primarily the result of greater participation of the Company's pharmacy customers in Third Party Plans. Gross profit on non-pharmacy sales was $13.2 million for the 2002 Three-Month Period, as compared to $13.5 million for the 2001 Three-Month Period, a decrease of $0.3 million, or 2.2%. Gross profit as a percentage of non-pharmacy sales was 31.7% for the 2002 Three-Month Period as compared to 31.2% for the 2001 Three-Month Period, an increase of 0.5%. Gross profit as a percentage of non-pharmacy sales increased primarily due to an improved retail pricing strategy and to fewer clearance markdowns on seasonal merchandise sales. Selling, general and administrative expense as a percentage of net sales was 23.3% for the 2002 Three-Month Period, as compared to 23.6% for the 2001 Three-Month Period, a decrease of 0.3%. This decrease in selling, general and administrative expenses as a percentage of net sales is primarily due to initiatives to reduce operating expenses that were partially offset by increases in the cost of compensation for pharmacists and employee benefits. Depreciation and amortization expense was $1.0 million for the 2002 Three-Month Period as compared to $1.5 million for the 2001 Three-Month Period, a decrease of $0.5 million, or 33.3%. This decrease is primarily the result of the elimination of the amortization of goodwill in connection with the implementation of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. Other income, net was $0 for the 2002 Three-Month Period as compared to $0.3 million for the 2001 Three-Month Period, a decrease of $0.3 million. Excluding the loss of $0.1 million resulting from the fire at one of the Company's stores during the 2002 Three-Month Period and the $0.2 million received in settlement of the brand name drug pricing class action litigation during the 2001 Three-Month Period, other income, net was $0.1 million during the 2002 Three-Month Period and 2001 Three-Month Period. The Company's net interest expense was $1.8 million in the 2002 Three-Month Period as compared to $2.2 million in the 2001 Three-Month Period, a decrease of $0.4 million resulting from the lower level of outstanding balances and lower interest rates charged on the Company's revolving line of credit. Non-cash interest expense on the Holding Company's outstanding subordinated debt was $0.6 in the 2002 Three-Month Period and was $0.5 million in the 2001 Three-Month Period, an increase of $0.1 million resulting from the compounding of interest on the subordinated debt. The Company's benefit for income taxes was $0.6 million for the 2002 Three-Month Period as compared to $0.4 million for the 2001 Three-Month Period, an increase of $0.2 million. The Holding Company experienced a benefit from income taxes of $0.2 million in the 2002 Three-Month Period and 2001 Three-Month Period. The Company's effective tax rate is consistently higher than the statutory tax rates, and varies from period to period, due to the impairment of goodwill, extraordinary gain on repurchase of Senior Notes, amortization of goodwill and of beneficial leaseholds, all of which are not includable or deductible when calculating taxable income. The Company's net income for the 2002 Three-Month Period was $6.0 million as compared to a net loss of $1.2 million in the 2001 Three-Month Period, an increase of $7.2 million. Excluding the extraordinary gain on the repurchase of Senior Notes of $6.6 million during the 2002 Three-Month Period, the Company had a net loss of $0.6 million during the 2002 Three-Month Period as compared to a $1.2 million loss during the 2001 Three-Month Period, a reduction of the net loss of $0.6 million. The Holding Company incurred a net loss of $0.4 million for the 2002 Three-Month Period and for the 2001 Three-Month Period. 15 COMPARISON OF THE NINE MONTHS ENDED APRIL 27, 2002 (THE "2002 NINE-MONTH PERIOD") WITH THE NINE MONTHS ENDED APRIL 28, 2001 (THE "2001 NINE-MONTH PERIOD"). Net sales for the 2002 Nine-Month Period were $235.8 million as compared to $229.0 million for the 2001 Nine-Month Period, an increase of $6.8 million, or 3.0%. This increase, which includes a 3.4% increase in same-store sales, was primarily due to a 13.8% increase in pharmacy sales from $85.2 million for the 2001 Nine-Month Period to $97.0 million for the 2002 Nine-Month Period, including an 17.1% increase in pharmacy sales to Third Party Plan customers from $74.2 million for the 2001 Nine-Month Period to $86.9 million for the 2002 Nine-Month Period, offset by a 3.5% decrease in sales of non-pharmacy products from $143.8 million for the 2001 Nine-Month Period to $138.8 million for the 2002 Nine-Month Period. The Company attributes the decrease in net sales of non-pharmacy products to the continuing levels of increased competition in the Company's markets, a decline in personal consumer spending during the 2002 Nine-Month Period and to reductions in inventory levels that resulted in fewer markdown sales. The number of prescriptions filled (including prescriptions filled for Third Party Plan customers) was approximately 1,810,000 for the 2002 Nine-Month Period as compared to approximately 1,694,000 for the 2001 Nine-Month Period, an increase of approximately 116,000, or 6.8%. The number of prescriptions filled for Third Party Plan customers increased to approximately 1,600,000 for the 2002 Nine-Month Period, as compared to 1,459,000 for the 2001 Nine-Month Period, an increase of approximately 141,000, or 9.7%. Pharmacy sales to non-Third Party Plan customers were $10.1 million in the 2002 Nine-Month Period as compared to $11.0 million in the 2001 Nine-Month Period, a decrease of $0.9 million, or 8.2%, due to the increased participation of the Company's customers in Third Party Plans and a decrease in the number of prescriptions filled for non-Third Party Plan customers from approximately 235,000 in the 2001 Nine-Month Period to approximately 210,000 in the 2002 Nine-Month Period. Gross profit was $62.9 million for the 2002 Nine-Month Period, as compared to $58.8 million for the 2001 Nine-Month Period, an increase of $4.1 million, or 7.0%. Gross profit as a percentage of net sales was 26.7% for the 2002 Nine-Month Period as compared to 25.7% for the 2001 Nine-Month Period. This 1.0% increase in gross profit as a percentage of net sales was due primarily to an improved retail pricing strategy on non-pharmacy sales and to fewer clearance markdowns on seasonal merchandise sales. Gross profit on total pharmacy sales (including sales to Third Party Plan customers) was $17.6 million for the 2002 Nine-Month Period as compared to $16.2 million for the 2001 Nine-Month Period, an increase of $1.4 million, or 8.6%, which was primarily the result of the increase in sales and prescriptions filled on a same store basis, the maturing of new stores opened in the last three fiscal years, and due to the acquisition of the inventory and customer lists of independent pharmacies during the last three fiscal years. Gross profit on sales to Third Party Plan customers was $13.5 million for the 2002 Nine-Month Period as compared to $12.2 million for the 2001 Nine-Month Period, an increase of $1.3 million, or 10.7%, which was primarily the result of the increase in the number of prescriptions sold to Third Party Plan customers. Gross profit on sales of pharmacy products to non-Third Party Plan customers was $4.1 million in the 2002 Nine-Month Period as compared to $4.0 million for the 2001 Nine-Month Period, an increase of $0.1 million, or 2.5%, that was primarily the result of improved price management on sales of pharmacy products to non-Third Party Plan customers. Gross profit on non-pharmacy sales was $45.3 million for the 2002 Nine-Month Period, as compared to $42.6 million for the 2001 Nine-Month Period, an increase of $2.7 million, or 6.3%. Gross profit as a percentage of non-pharmacy sales was 32.6% for the 2002 Nine-Month Period as compared to 29.6% for the 2001 Nine-Month Period, an increase of 3.0%. Gross profit as a percentage of non-pharmacy sales increased primarily due to an improved retail pricing strategy and to fewer clearance markdowns on seasonal merchandise sales. Selling, general and administrative expense as a percentage of net sales was 22.3% for the 2002 Nine-Month Period, as compared to 23.2% for the 2001 Nine-Month Period, a decrease of 0.9%. This decrease in selling, general and administrative expenses as a percentage of net sales is primarily due to initiatives to reduce operating expenses that were partially offset by increases in the cost of compensation for pharmacists and employee benefits. Depreciation and amortization expense was $3.2 million for the 2002 Nine-Month Period as compared to $4.6 million for the 2001 Nine-Month Period, a decrease of $1.4 million, or 30.4%. This decrease is primarily the result of the elimination of the amortization of goodwill in connection with the implementation of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. Other income, net was $0.2 million for the 2002 Nine-Month Period as compared to $0.8 million for the 2001 Nine-Month Period, a decrease of $0.6 million. Excluding the loss of $0.1 million resulting from the fire at one of the 16 Company's stores during the 2002 Nine-Month Period and the $0.6 million received in settlement of the band name drug pricing class action litigation during the 2001 Nine-Month Period, other income, net was $0.3 million for the 2002 Nine-Month Period as compared to $0.2 million for the 2001 Nine-Month Period, an increase of $0.1 million. The Company's net interest expense was $5.8 million in the 2002 Nine-Month Period as compared to $6.5 million in the 2001 Nine-Month Period, a decrease of $0.7 million resulting from the lower level of outstanding balances and lower interest rates charged on the Company's revolving line of credit. Non-cash interest expense on the Holding Company's outstanding subordinated debt was $1.8 million in the 2002 Nine-Month Period and was $1.7 million in the 2001 Nine-Month Period, an increase of $0.1 million resulting from the compounding of interest on the subordinated debt. The Company's provision for income taxes was $0.4 million for the 2002 Nine-Month Period as compared to a benefit for income taxes of $1.2 million for the 2001 Nine-Month Period, an increase of $1.6 million. The Holding Company experienced a benefit from income taxes of $0.6 million in the 2002 Nine-Month Period and 2001 Nine-Month Period related to the interest expense incurred on the outstanding subordinated debt. The Company's effective tax rate is consistently higher than the statutory tax rates, and varies from period to period, due to the impairment of goodwill, extraordinary gain on the repurchase of Senior Notes, amortization of goodwill and of beneficial leaseholds, all of which are not includable or deductible when calculating taxable income. Effective July 29, 2001, the Company adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", ("SFAS 142"), which requires that goodwill not be amortized but instead be tested at least annually for impairment by reporting unit and expensed against earnings when the implied fair value of a reporting unit, including goodwill, is less than its carrying amount. In accordance with SFAS 142, the Company has six months from the initial date of adoption to complete its impairment testing. The Company has completed its assessment of goodwill during its second quarter, which resulted in goodwill impairment of $7,236 that has been recorded as a cumulative effect of accounting change as of the beginning of the current fiscal year. In accordance with SFAS 142, the Company has restated it s first quarter results to give effect to this accounting change. The Company has performed its assessment of goodwill and other intangible assets by comparing the fair value of the Company, which has been determined to be the reporting unit for such measurement purposes, to its net book value in accordance with the provisions of SFAS 142. The Company has estimated its fair value based upon a combination of historical and projected results giving appropriate weighting to such data in arriving at an estimate of fair value. The Company's net income for the 2002 Nine-Month Period was $0.2 million as compared to a net loss of $3.4 million in the 2001 Nine-Month Period, an increase in of $3.6 million. Excluding the impairment of goodwill of $7.2 million and the extraordinary gain on the repurchase of Senior Notes of $6.6 million during the 2002 Nine-Month period, the Company's net income was $0.8 million for the 2002 Nine-Month Period as compared to a net loss of $3.4 million for the 2001 Nine-Month Period, an increase of $4.2 million. The Holding Company incurred a net loss of $1.2 million for the 2002 Nine-Month Period as compared to $1.1 million for the 2001 Nine-Month Period, an increase in the net loss of $0.1 million. LIQUIDITY AND CAPITAL RESOURCES COMPARISON OF THE THREE MONTHS ENDED APRIL 27, 2002 (THE "2002 THREE-MONTH PERIOD") WITH THE THREE MONTHS ENDED APRIL 28, 2001 (THE "2001 THREE-MONTH PERIOD"). During the 2002 Three-Month Period, cash used in operations was $6.9 million as compared to $4.3 million for the 2001 Three-Month Period, an increase of $2.6 million. This increase in cash used in operations is primarily the result of slower sales of seasonal merchandise during the 2002 Three-Month Period as compared to the 2001 Three-Month Period. Cash used in investing activities was $0.1 million during the 2002 Three-Month Period and the 2001 Three-Month Period. Cash provided by financing activities was $6.9 million during the 2002 Three-Month Period as compared to $4.3 million during the 2001 Three-Month Period. Cash provided by financing activities during the 2002 Three-Month Period was from net borrowings under the Facility of $16.6 million and a cash overdraft of $0.6 million offset by $10.1 million of cash used for the repurchase of Senior Notes and $0.3 million as a fee for the extension of the Company's Facility. Cash provided by financing activities during the 2001 Three-Month Period was for net borrowings under the Facility of $2.7 million offset by a cash overdraft of $1.6 million. 17 COMPARISON OF THE NINE MONTHS ENDED APRIL 27, 2002 (THE "2002 NINE-MONTH PERIOD") WITH THE NINE MONTHS ENDED APRIL 28, 2001 (THE "2001 NINE-MONTH PERIOD"). During the 2002 Nine-Month Period, cash used in operations was $7.7 million as compared to $9.3 million for the 2001 Nine-Month Period, a decrease of $1.6 million. This decrease in cash used in operations is primarily the result of a larger increase in inventory caused by slower sales of seasonal merchandise, a smaller reduction in accounts payable and a smaller increase in accounts receivable during the 2002 Nine-Month Period as compared to the 2001 Nine-Month Period. Cash used in investing activities was $1.1 million during the 2002 Nine-Month Period as compared to $2.1 million during the 2001 Nine-Month Period, a decrease of $1.0 million, which was primarily the result of no store openings during the 2002 Nine-Month Period as compared to two store openings during the 2001 Nine-Month Period. Cash provided by financing activities was $6.9 million during the 2002 Nine-Month Period as compared to $11.3 million during the 2001 Nine-Month Period. Cash provided by financing activities during the 2002 Nine-Month Period was primarily from net borrowings under the Facility of $16.7 million and a cash overdraft of $0.6 million offset by $10.1 million of cash used to repurchase Senior Notes and $0.3 million as a fee for the extension of the Company's Facility. Cash provided by financing activities during the 2001 Nine-Month Period was for net borrowing under the Facility of $9.7 million and a cash overdraft of $1.6 million. The Company expects that substantially all of its borrowings under the Facility will bear interest at floating rates; therefore, the Company's financial condition will be affected by any changes in prevailing rates. The Company believes that, based on anticipated levels of operations, it will be able to meet its debt service obligations, including interest payments on the Senior Notes when due, and to fund anticipated capital expenditures and working capital requirements, and to comply with the terms of its debt agreements during the remainder of its fiscal years ended July 27, 2002 and July 26, 2003. The Company's ability to make scheduled payments of principal or interest thereon, or to refinance its indebtedness will depend on future operating performance and cash flow, which are subject to prevailing economic conditions, prevailing interest rates and financial, competitive, business and other factors beyond its control. During the quarter ended April 27, 2002, the Company repurchased $17.0 million principal amount of its Senior Notes and amended the terms of the Facility. The Company is considering additional repurchases of its Senior Notes, from time to time. Any repurchases of Senior Notes may be made on the open market or in privately negotiated transactions. The Company plans to fund such purchases from its working capital or seek additional financing if needed. CRITICAL ACCOUNTING POLICIES In our opinion, we do not have any individual accounting policy that is critical to the preparation of our financial statements. Also, in many instances, we must use an accounting policy or method because it is the only policy or method permitted under accounting principles generally accepted in the United States. However, certain accounting policies are more important to the reporting of the Company's financial position and results of operations. These policies are discussed in the succeeding paragraphs. The succeeding paragraphs should be read in conjunction with the notes to the audited consolidated financial statements of Community Distributors, Inc. contained in the Company's annual report on Form 10-K for its fiscal year ended July 28, 2001 that includes a summary of the significant accounting policies used in the preparation of our financial statements. REVENUE RECOGNITION Sales are net of returns and exclude sales tax. Revenues include sales from all stores operating during the period. INVENTORIES Inventories are stated at the lower of cost or market, using the dollar-value, double extension last-in, first-out (LIFO) method. Management believes that inventories accounted for on a FIFO basis approximates current replacement costs and are reflected net of reserves for excess/obsolete/damaged inventories. SUPPLIER ADVANCES Included in the condensed balance sheets are advances received related to various supply agreements. Such amounts are being recorded as a reduction of costs of sales as the Company's supply agreement obligations are fulfilled, generally ranging from three to five years from the point that the supplier advance is received. The Company's obligations under the supply agreements are fulfilled through the passage of time for those supply agreement that are for a specific period of time and by the purchasing of inventory for those supply agreements that stipulate the purchasing of a specific amount of inventory. In the event the Company does not fulfill its obligations under the inventory supply agreements, a pro rata portion of the advance will be required to be repaid, approximating the amounts presented in the financial statements as supplier advances. The amount presented as the current portion of the supplier advances is estimated by the Company as the amount related to the passage of time and the estimated inventory purchases to be made during the twelve months following the date of the balance sheets, as applicable to the specific inventory supply agreements. CERTAIN RISKS The Company is subject to certain risks, including: "FREEDOM OF CHOICE" AND "ANY WILLING PROVIDER" LEGISLATION. In July 1994, The State of New Jersey ("New Jersey") adopted "Freedom of Choice" legislation that requires Third-Party Plans to allow their customers to purchase prescription drugs from the provider of their choice as long as the provider meets uniformly established requirements, and "Any Willing Provider" legislation that requires each Third-Party Plan that has entered into an agreement with a prescription provider to permit other prescription providers to enter into agreements under the same terms and conditions. If this legislation were repealed, larger national drugstore chains could enter into exclusive contracts with Third-Party Plans, which could reduce the Company's sales of prescriptions and potentially non-prescription items as well. In addition, since none of the states surrounding New Jersey (other than Delaware) has enacted similar legislation, the Company may be at a disadvantage if it chooses to expand outside of New Jersey. GOVERNMENT REGULATION AND REIMBURSEMENT PROGRAMS. The Company is subject to numerous federal, state, and local licensing and registration regulations with respect to, among other things, its pharmacy operations. Violations of any such regulations could result in various penalties, including suspension or revocation of the Company's licenses or registrations or monetary fines, which could have a material adverse effect on the Company's financial condition and results of operations. Federal and New Jersey law requires the Company's pharmacists to offer free counseling to customers about their medication. In addition, the Company's pharmacists are required to conduct a prospective drug review before any new prescriptions are dispensed, and may conduct a similar review prior to refilling any prescriptions. New Jersey also regulates the dispensing of over-the-counter controlled dangerous substances. These requirements could result in increased costs to the Company. 18 MEDICAID AND MEDICARE. A portion of the Company's services are reimbursed by government sponsored programs such as Medicaid and Medicare, with the remainder being reimbursed by individual patients or Third-Party Plans. If the Company were to fail to comply with reimbursement regulations, or if such reimbursement programs were modified, the Company's business could be adversely affected. The Company is also subject to laws prohibiting the submission of false or fraudulent claims and certain financial relationships between health care providers that are intended to induce the referral of patients, or the recommendations of particular items or services. Violation of these laws could result in loss of licensure, civil and criminal penalties, and exclusion from federal health care programs. EMPLOYMENT REGULATION. The Company is subject to employment law governing minimum wage requirements, overtime and working conditions. An increase in the minimum wage rate, employee benefit costs, or other costs associated with employees could adversely affect the Company. POTENTIAL GROWTH AND EXPANSION. The Company has grown in recent years by opening new stores, remodeling and relocating existing stores and refining the product mix in existing stores. The ability of the Company to continue to grow in the future will depend on several factors, including existing and emerging competition, the availability of working capital to support growth, the Company's ability to manage costs and maintain margins in the face of pricing pressures, and the ability to recruit and train qualified personnel. New stores that the Company opens may not be profitable. RESTRICTIONS ON THE COMPANY. Both the Indenture governing the Senior Notes and the Facility impose on the Company certain requirements and restrictions, including a requirement that the Company maintain certain financial ratios and satisfy certain financial tests, limitations on capital expenditures, and restrictions on the ability of the Company to incur debt, pay dividends, or take certain other corporate actions. These limitations may restrict the Company's ability to pursue its business strategies. LIQUIDITY. There can be no assurance that the Company will generate sufficient cash flow to pay interest and principal on its Senior Notes due 2004, of which $57.0 million aggregate principal amount was outstanding at June 11, 2002. There can be no assurance that the Company will have sufficient cash available or will be able to raise sufficient cash to pay the principal of the Senior Notes in 2004 or the principal and accrued interest on the subordinated debt of the Parent. COMPETITION. The industries in which the Company operates are highly competitive. TRADE NAMES, SERVICE MARKS AND TRADEMARKS. The Company uses various trade names, service marks and trademarks including "Drug Fair" and "Cost Cutters" in the conduct of its business. A third party registered the service mark "Cost Cutters", but does not currently operate in the Company's market areas. If such third party commences operations in the Company's geographic market areas or licenses the use of the name to a third party, the Company could be required to stop using the name "Cost Cutters". In addition, any of the Company's other trade names, service marks or trademarks could be challenged or invalidated in the future. ECONOMIC CONDITIONS AND REGIONAL CONCENTRATION. All of the Company's stores are located in northern and central New Jersey. As a result, the Company is sensitive to economic, competitive, and regulatory conditions in that region. LEASE RENEWALS ON THE COMPANY'S STORES. All of the Company's stores are leased. Although the Company has historically been successful in renewing its most important store leases when they have expired, there can be no assurance that the Company will continue to be able to do so. LEVERAGE. In connection with the Company's issuance of the Senior Notes, the Company incurred a significant amount of indebtedness and, as a result, the Company is highly leveraged. The Company is permitted to incur substantial additional indebtedness in the future, subject to certain limitations contained in the Indenture governing the Senior Notes. CONTROLLING STOCKHOLDERS. The Holding Company owns all of the outstanding capital stock of the Company. The existing stockholders of the Holding Company, which include the Company's President and Chief Executive Officer, certain entities affiliated with the other directors of the Company, and other officers and employees of the Company, own all of the outstanding common stock of the Holding Company. These stockholders have the power to 19 appoint new management and approve any action requiring the approval of the Company's stockholders, including adopting amendments to the Company's charter and approving mergers or sales of substantially all of the Company's assets. DEPENDENCE ON KEY PERSONNEL. The success of the Company depends upon the efforts, abilities and expertise of its Chief Executive Officer and other key employees. The loss of the services of any key employees could have a material adverse effect on the Company's financial condition and results of operations. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Neither the Company nor the Holding Company engages in trading market risk sensitive instruments or purchases hedging instruments or "other than trading" instruments that are likely to expose the Company or the Holding Company to market risk, whether interest rate, foreign currency exchange, commodity price or equity price risk. Neither the Company nor the Holding Company has purchased options or entered into swaps or forward or futures contracts. The ability of the Company and the Holding Company (as guarantor) to make periodic interest payments on the Senior Notes, at a fixed rate of 10 1/4%, is not directly affected by fluctuations in the market. The Company's primary market risk exposure is that of interest rate risk on borrowings under the Facility, which are subject to interest rates based either on the lender's prime rate or London Interbank Offered Rate ("LIBOR"), and a change in the applicable interest rate would affect the rate at which the Company could borrow funds. 20 PART II - - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit No. ----------- 10.22 Amendment to Loan and Security Agreement, dated as of February 11, 2002 by and between the Company and PNC Bank, N.A. (b) Reports on Form 8-K Neither the Company nor the Holding Company filed any reports on Form 8-K during the three months ended April 27, 2002. 21 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized. COMMUNITY DISTRIBUTORS, INC. June 11, 2002 By: /s/ TODD H. PLUYMERS --------------------------------------- Todd H. Pluymers, Chief Financial Officer (AUTHORIZED OFFICER AND PRINCIPAL FINANCE AND ACCOUNTING OFFICER) CDI GROUP, INC. June 11, 2002 By: /s/ TODD H. PLUYMERS --------------------------------------- Todd H. Pluymers, Chief Financial Officer (AUTHORIZED OFFICER AND PRINCIPAL FINANCE AND ACCOUNTING OFFICER) 22

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