**U.S. SECURITIES AND EXCHANGECOMMISSION****Washington, DC 20549**

 

**Form 10-Q/A**

 
| ý |   | **QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|--------|--------|----------------------------------------------------------------------------------------------|

 

**For the quarterly period endedOctober 31, 2002**

 

**or**
| o |   | **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. 0-26608**

 

**CUTTER & BUCK INC.**

(Exact Name of Registrant as Specified in Its Charter)

 

| **Washington**                                                  |   | **91-1474587**                        |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or Other Jurisdiction of

Incorporation or Organization) |   | (I.R.S. Employer  Identification No.) |

 

**701 N. 34thStreet, Suite 400****Seattle, WA 98103**(Address of Principal Executive Offices, Including Zip Code)

 

**(206) 622-4191**(Registrant’s Telephone Number, Including Area Code)

 

                Indicate by check mark whetherthe registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes ý    No o

 

                The number of shares of CommonStock of the registrant outstanding as of November 30, 2002 was 10,604,510.

 

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**CUTTER & BUCK INC.**

 

**Quarterly Report on Form 10-Q**

 

**For the Quarter Ended October 31, 2002**

 

**Index**

 
| **PART I—FINANCIAL  INFORMATION** |   |
|----------------------------------------|--------|
| **Item 4. Controls and  Procedures**   |   |
| **SIGNATURES**                         |   |
| **CERTIFICATIONS**                     |   |

 

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**PARTI—FINANCIAL INFORMATION**

 

**Item4. Controls and Procedures**

 

*                Evaluation of the Company’sControls and Procedures.*    Withinthe 90 days prior to the original filing****date ofthis Quarterly Report on Form 10-Q (the “Evaluation Date”), we evaluatedthe effectiveness of the design and operation of our disclosure controls andprocedures (“Disclosure Controls”), and our internal controls and proceduresfor financial reporting (“Internal Controls”). This evaluation (the “ControlsEvaluation”) was done under the supervision and with the participation ofmanagement, including our Chief Executive Officer and Chief Financial Officer.Rules adopted by the Securities and Exchange Commission require that we presentin this section of our Quarterly Report the conclusions of our CEO and CFOabout the effectiveness of our Disclosure Controls and Internal Controls basedon and as of the date of the Controls Evaluation.

 

*                CEO and CFO Certifications.*    Appearingimmediately following the Signatures section of this Quarterly Report there aretwo separate forms of “Certifications” of the CEO and the CFO. The first formof Certification is required in accord with Section 302 of theSarbanes-Oxley Act of 2002 (the Section 302 Certification). This portionof our Quarterly Report is our disclosure of the results of our ControlsEvaluation, referred to in the Section 302 Certifications and thisinformation should be read in conjunction with the Section 302Certifications for a more complete understanding of the topics presented.

 

*                Disclosure Controls and InternalControls.*    Disclosure Controls areprocedures that are designed with the objective of ensuring that informationrequired to be disclosed in the Company’s reports filed under the SecuritiesExchange Act of 1934 (the “Exchange Act”), such as this Quarterly Report, isrecorded, processed, summarized and reported within the time periods specifiedin the SEC’s rules and forms. Disclosure Controls are also designed with theobjective of ensuring that such information is accumulated and communicated toour management, including the CEO and CFO, as appropriate to allow timelydecisions regarding required disclosure. Internal Controls are procedures whichare designed with the objective of providing reasonable assurance that ourtransactions are properly authorized, our assets are safeguarded againstunauthorized or improper use and our transactions are properly recorded andreported, all to permit the preparation of our financial statements inconformity with generally accepted accounting principles.

 

*                Limitations on the Effectivenessof Controls.*    Our management, including,without limitation, our CEO and CFO, does not expect that our DisclosureControls or our Internal Controls will prevent all errors and all fraud. Acontrol system, no matter how well conceived and operated, can provide onlyreasonable, not absolute, assurance that the objectives of the control systemare met. While our control systems provide this reasonable assurance level, thedesign of our control system reflects the fact that there are resourceconstraints and the benefits of such controls were considered relative to theircosts. Because of the inherent limitations in all control systems, noevaluation of controls can provide absolute assurance that all control issuesand instances of fraud, if any, within the Company have been detected. Theseinherent limitations include the realities that judgments in decision-makingcan be faulty, and that breakdowns can occur because of simple error ormistake. Additionally, controls can be circumvented by the individual acts ofsome persons, by collusion of two or more people, or by management override ofcontrol. The design of any system of controls is also based in part on certainassumptions about the likelihood of future events, and there can be noassurance that any design will succeed in achieving its stated goals under allpotential future conditions. Because of the inherent limitations in acost-effective control system, misstatements due to error or fraud may occurand not be detected.

 

 

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*                Scope of the Evaluation ofDisclosure Controls.*    Weoperated without the assistance of a CFO from August 8, 2002 toNovember 15, 2002. During that time, our current CEO served as ourprincipal accounting officer in addition to acting in her official capacity asCEO.  Our current CEO was appointed in lateApril 2002. Throughout the majority of her tenure, we have beenundertaking the restructuring of our operations and the restatement of certainof our historical financial results, and responding to the resultingshareholder lawsuits, SEC investigation, Nasdaq investigation and Nasdaqdelisting proceedings. Our current CFO was appointed to that position onNovember 15, 2002, and has had very little involvement in designing ourcurrent controls and procedures. While he has assisted in our most recentevaluation efforts, his evaluation of our controls and procedures has reliedheavily on the reports of others within the Company.

 

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                As stated above, management, including the CEO andCFO, evaluated the effectiveness of the registrant’s Disclosure Controls as ofthe Evaluation Date.  That evaluationincluded investigating accounting irregularities and errors leading to therestatement of certain of our historical financial statements. With theassistance of our legal advisors, special legal counsel and the accountants forthe special legal counsel, we conducted a search for any errors in ourfinancial statements, which would in turn lead to identifying data errors,controls problems or acts of fraud and to confirming that appropriatecorrective action, including process improvements, was being undertaken. Ourindependent auditors also performed numerous tests to satisfy themselves on thesame issues.

 

*                Conclusions.*    Asreported in Note 1 to our financial statements, we recently restated ourfinancial results for the fiscal years ended April 30, 2000 and 2001, andfor the quarters ended July 31, 2001, October 31, 2001 andJanuary 31, 2002, as a result of accounting irregularities stemming from afailure of our internal controls and procedures. During the course of ourrestatement, our independent auditors indicated to us that they believe therewas a material weakness in our Internal Controls, as evidenced by the abilityof our former management to override our Internal Controls.

 

                Even before this communication by our independentauditors, we started to institute corrective measures to ensure that all of ourmanagers and employees follow our policies and procedures. These measuresincluded bringing in new managers, implementing new procedures for transactionreporting, establishing a confidential reporting procedure by which employeescan report concerns directly to the CEO or the audit committee and holdingmanagement and employee meetings at which expectations of integrity wereexplicitly discussed.

 

                After the extensive investigative work of our staff,our auditors, our counsel, independent counsel, and the independent counsel’saccountants, as of the Evaluation Date we had not found irregularities otherthan those previously disclosed. This lack of additional indications ofirregularities is a principal factor in our belief that for the quarter and upto the Evaulation Date, our Internal Controls are adequate to permit thepreparation of our financial statements in conformity with generally acceptedaccounting principles. Based on the same factors, the CEO and CFO believe thatour Disclosure Controls are effective to ensure that material information ismade known to management, including the CEO and CFO, particularly during theperiod in which this quarterly report is being prepared. We intend to continueto assess our controls. We do not yet have formal written controls andprocedures in place for all of our internal operations. We intend to expand thedocumentation of our controls and procedures as our resources permit, and weintend to start an internal audit function in early 2003. Our ControlsEvaluation will be ongoing as we institute these new systems.

 

                Our intent is that the Disclosure Controls andInternal Controls will be maintained as dynamic systems that change and improveas conditions and resources warrant. We will periodically reevaluate ourcontrols so that our conclusions concerning controls’ effectiveness can bereported in our Quarterly reports on Form 10-Q and Annual Report onForm 10-K. 

 

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**SIGNATURES**

 

 

                Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this****amended report to be signed onits behalf by the undersigned, thereunto duly authorized. 
|                | Cutter & Buck  Inc.(Registrant) |
|---------------------|-------------------------------------|
|                |                                |
| Dated: July 3, 2003 | By                                  | /s/  ERNEST R. JOHNSON |
|                |                                | Ernest R. Johnson

*Senior Vice President and Chief Financial Officer  (Principal Accounting and Financial Officer)* |

 

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**CERTIFICATIONS**

 

                I, Frances M. Conley, Chairman and Chief ExecutiveOfficer of Cutter & Buck Inc., certify that:

 

•                  I havereviewed this quarterly report on Form 10-Q of Cutter &Buck Inc.;

 

•                  Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport;

 

•                  Basedon my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this quarterly report.

 

 
| Dated:  July 3, 2003 | /s/  FRANCES M.  CONLEY           |
|---------------------------|---------------------------------------------|
|                      | Frances M. Conley, Chief  Executive Officer |

 

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**CERTIFICATIONS**

 

                I, Ernest R. Johnson, Senior Vice President and ChiefFinancial Officer of Cutter & Buck Inc., certify that:

 

•                  I havereviewed this quarterly report on Form 10-Q of Cutter &Buck Inc.;

 

•                  Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport;

 

•                  Basedon my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this quarterly report.

 

 
| Dated: July 3, 2003 | /s/  ERNEST R.  JOHNSON          |
|---------------------|--------------------------------------------|
|                | Ernest R. Johnson Chief  Financial Officer |

 

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