GROW BIZ INTERNATIONAL INC
10-Q, EX-99, 2000-08-07
MISCELLANEOUS RETAIL
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                                                                      Exhibit 99

                          GROW BIZ INTERNATIONAL, INC.
             CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR"
           PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT


Grow Biz International, Inc. (the "Company") desires to take advantage of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of 1995
and is filing this Exhibit to its Quarterly Report on Form 10-Q in order to do
so. When used in this Quarterly Report on Form 10-Q and in future filings by the
Company with the Securities and Exchange Commission in the Company's annual
report, quarterly reports, press releases and in oral statements made with the
approval of an authorized executive officer, the words or phrases "will likely
result", "look for", "may result", "will continue", "is anticipated", "expect",
"project" or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical earnings and
those presently anticipated or projected. The Company cautions readers that the
following important factors, among others, could affect the Company's financial
performance and could cause the Company's actual results for future periods to
differ materially from any forward-looking statements made by, or on behalf of,
the Company:

DEPENDENCE ON NEW FRANCHISEES

The Company's ability to generate increased revenue and achieve higher levels of
profitability depends on increasing the number of franchised stores open. While
management believes that a number of major metropolitan markets have reached or
are nearing the saturation point for certain concepts, management also believes
that many larger and smaller markets will continue to provide significant
opportunities for sales of franchises and that the Company can sustain
approximately its current annual level of store openings. However, there can be
no assurance that the Company will sustain this level of store openings.

ABILITY TO COLLECT ACCOUNTS RECEIVABLE

In the event that the Company's ability to collect accounts receivable
significantly declines from current rates, additional charges that affect
earnings may be incurred.

ABILITY TO OPEN STORES

The Company believes that a substantial majority of stores sold but not opened
will open within the time period permitted by the applicable franchise agreement
or the Company will be able to resell the territories for most of the terminated
or expired franchises. However, there can be no assurance that substantially all
of the currently sold but unopened franchises will open and commence paying
royalties to the Company. To the extent the Company is required to refund any
franchise fees for stores that do not open, the Company believes that it will be
able to repay these fees out of available cash.

DEPENDENCE ON SUPPLY OF USED MERCHANDISE

The Company's store concepts are based on offering customers a mix of used and
new merchandise. As a result, obtaining continuing supplies of high quality used
merchandise is essential to the success of the Company's store concepts. To
date, supplies of used merchandise have been adequate and the Company's training
programs emphasize methods for locating and purchasing used goods. There can be
no assurance, however, that supply problems will not be encountered in the
future.

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COMPETITION

Retailing, including the sale of sporting goods, children and teenage apparel,
computer equipment, video games, tools and musical instruments, is highly
competitive. Many retailers have significantly greater financial and other
resources than the Company and its franchisees. Individual franchisees face
competition in their markets from retailers of new merchandise and, in certain
instances, resale, thrift and other stores that sell used merchandise. To date,
the Company's franchisees and its Company-owned stores have not faced a high
degree of competition in the sale of used merchandise. However, the Company may
face additional competition as its franchise systems expand and additional
competitors enter the used merchandise market.

MANAGEMENT OF S, G & A EXPENSE

The Company's ability to control the amount, and rate of growth in, selling,
general and administrative expenses; and the impact of unusual items resulting
from the Company's ongoing evaluation of its business strategies, asset
valuations and organizational structures.

FINANCING

The Company's ability to continue to obtain competitive financing to fund its
growth.

COMPANY-OWNED STORES

The Company's ability to operate the Company-owned stores profitably; and the
ability to negotiate acceptable lease terminations in connection with
Company-owned stores that were closed or sold.

LEASE GUARANTEES

The ability of the purchasers of Company-owned stores to meet their commitments
on leases that the Company is a guarantor.

QUARTERLY FLUCTUATIONS

The Company's quarterly results of operations have fluctuated as a result of the
timing of recognition of franchise fees, receipt of royalty payments, timing of
merchandise shipments, timing of expenditures and other factors. There can be no
assurance that results in future periods will not fluctuate on a quarterly
basis.

GOVERNMENT REGULATION

As a franchisor, the Company is subject to various federal and state franchise
laws and regulations. Although the Company believes it is currently in material
compliance with existing federal and state laws, there is a trend toward
increasing government regulation of franchising. The promulgation of new
franchising laws and regulations could adversely affect the Company.

The Company does not undertake and specifically declines any obligations to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.



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