UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 2003

Commission file number: 000-49826

THANE INTERNATIONAL, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)		52-2000275 (I.R.S. EMPLOYER IDENTIFICATION NO.)

78-140 CALLE TAMPICO LA QUINTA, CALIFORNIA (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)		92253 (ZIP CODE)

Registrant’s telephone number, including area code:
(760) 777-0217

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes o No x

The number of shares outstanding of the registrant’s $.001 par value common
stock as of August 13, 2003 was 35,462,781

TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 3. DEFAULTS ON SENIOR SECURITIES
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
CEO CERTIFICATION PURSUANT SECTION 302
CFO CERTIFICATION PURSUANT SECTION 302
CHIEF ACCOUNTING OFFICER CERTIFICATION SECTION 302
CERTIFICATIONS PURSUANT SECTION 906

THANE INTERNATIONAL, INC.
INDEX


PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)			3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			12
Item 3. Quantitative and Qualitative Disclosures About Market Risk			18
Item 4. Controls and Procedures			18
PART II — OTHER INFORMATION
Item 1. Legal Proceedings			18
Item 3. Defaults on Senior Securities			18
Item 6. Exhibits and Reports on Form 8-K			19
Signatures			20

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

THANE INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)


			June 30,			March 31,
			2003			2003

ASSETS
Current Assets:
	Cash and cash equivalents		$	2,918,000		$	3,875,000
	Accounts receivable, net of allowance for doubtful accounts of $1,371,000 and $6,358,000 on June 30, 2003 and March 31, 2003, respectively			13,970,000			18,045,000
	Other receivables			892,000			1,747,000
	Inventories, net of reserves of $2,279,000 and $4,678,000 on June 30, 2003 and March 31, 2003, respectively			6,977,000			7,279,000
	Prepaid advertising			1,169,000			1,575,000
	Prepaid expenses and other			2,413,000			1,313,000
	Deferred income taxes			3,534,000			5,984,000
	Income taxes receivable			5,885,000			4,982,000

Total Current Assets:				37,758,000			44,800,000
Property and Equipment
	Building			3,260,000			3,260,000
	Furniture, fixtures and equipment			2,300,000			2,957,000
	Less accumulated depreciation			(1,525,000	)		(1,524,000	)

				4,035,000			4,693,000
Non-current Assets:
	Production costs, net of accumulated amortization of $648,000 and $1,781,000 on June 30, 2003 and March 31, 2003, respectively			991,000			704,000
	Goodwill			2,228,000			2,228,000
	Financing costs, net			905,000			1,096,000
	Deferred income taxes			73,000			66,000
	Other non-current assets			308,000			382,000

Total non-current assets:				4,505,000			4,476,000

Total assets			$	46,298,000		$	53,969,000

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
	Accounts payable		$	5,227,000		$	5,080,000
	Allowance for product refunds and returns			2,236,000			2,506,000
	Accrued expenses			5,812,000			6,999,000
	Line of credit			—			1,872,000
	Current portion of long-term debt			6,500,000			15,281,000
	Current portion of capital lease obligation			—			41,000
	Deferred consideration			200,000			500,000

Total current liabilities:				19,975,000			32,279,000
Long-term debt, less current portion				8,167,000			8,667,000
Capital lease obligation				3,238,000			3,238,000
Minority interest				665,000			670,000
Commitments and contingencies				—			—
Stockholders’ equity:
	Preferred Stock, par value $0.001 Authorized shares – 50,000,000 Issued and outstanding shares – 0
	Class A common stock, par value $0.001:
		Authorized shares – 200,000,000		—			—
		Issued and outstanding shares – 35,462,781		35,000			35,000
	Warrants			5,130,000			5,130,000
	Notes receivable – stockholders			(133,000	)		(225,000	)
	Additional paid-in capital			32,453,000			32,453,000
	Retained deficit			(23,232,000	)		(28,278,000	)

Total stockholders’ equity				14,253,000			9,115,000

Total Liabilities & Stockholders’ equity			$	46,298,000		$	53,969,000

See accompanying notes

THANE INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


		Quarter ended June 30,

		2003			2002

Revenues:
	Net product sales	$	30,617,000		$	34,089,000
	Other		2,330,000			3,278,000

Total revenues			32,947,000			37,367,000
Costs and expenses:
	Costs of sales, including selling expenses		26,532,000			28,515,000
	General and administrative expenses		5,678,000			5,142,000
	Depreciation		160,000			124,000

Total costs and expenses			32,370,000			33,781,000

Income from operations			577,000			3,586,000
Interest expense, net			741,000			559,000
Minority interest and other			25,000			110,000

Income (loss) before income taxes			(189,000	)		2,917,000
Provision for income taxes			496,000			1,101,000

Income (loss) from continuing operations			(685,000	)		1,816,000
Discontinued operations, net of tax			574,000			440,000
Extraordinary gain on extinguishment of debt			5,157,000			—

Net Income		$	5,046,000		$	2,256,000

Weighted average shares – basic			33,248,506			32,385,293
Basic earnings (loss) per share
	Income (loss) from continuing operations	$	(0.02	)	$	0.06
	Net income	$	0.15		$	0.07
Weighted average shares – diluted			34,295,251			34,860,257
Diluted earnings (loss) per share
	Income (loss) from continuing operations	$	(0.02	)	$	0.05
	Net income	$	0.15		$	0.06

See accompanying notes

THANE INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


				Quarter Ended June 30,

				2003			2002

Operating activities
Net income				$	5,046,000		$	2,256,000
Adjustments to reconcile net income to net cash used in operating activities:
	Depreciation				192,000			158,000
	Amortization of production costs				60,000			129,000
	Amortization of financing costs				191,000			182,000
	Amortization of discount on acquired debt				—			140,000
	Interest on stockholders’ notes receivable				(38,000	)		(16,000	)
	Allowance on stockholders’ notes receivable				130,000			—
	Gain on disposal of assets				1,000			—
	Gain on extinguishment of debt				(5,157,000	)		—
	Provision for doubtful accounts				193,000			(777,000	)
	Provision for inventory reserves				(1,049,000	)		(457,000	)
	Deferred income taxes				746,000			—
	Minority interest				25,000			110,000
	Cash related to disposition of Krane Products, Inc.				(1,149,000	)		—
	*Changes in operating assets and liabilities:*
			Accounts receivable		355,000			7,832,000
			Other receivables		847,000			(297,000	)
			Inventories		1,332,000			60,000
			Prepaid advertising		406,000			35,000
			Prepaid expenses and other		(1,170,000	)		(2,096,000	)
			Production costs		(347,000	)		(271,000	)
			Due from affiliate		—			3,156,000
			Other assets		(15,000	)		366,000
			Accounts payable		419,000			(3,552,000	)
			Allowance for product refunds and returns		(270,000	)		(1,348,000	)
			Accrued expenses		96,000			(8,816,000	)
			Income taxes, net		(936,000	)		(1,637,000	)

Net cash used in operating activities					(92,000	)		(4,843,000	)
Investing activities
Purchases of furniture, fixtures and equipment					(28,000	)		(149,000	)
Acquisition of companies, net of cash acquired					—			1,278,000
Notes issued to stockholders					—			(2,500,000	)

Net cash used in investing activities					(28,000	)		(1,371,000	)
Financing activities
Payments on long-term debt					(500,000	)		(649,000	)
Payment of deferred consideration					(300,000	)		(190,000	)
Payments on capital lease obligations					(7,000	)		(4,000	)
Net investments from (payments to) minority owners					(30,000	)		20,000

Net cash used in financing activities					(837,000	)		(823,000	)

Net decrease in cash and cash equivalents					(957,000	)		(7,037,000	)
Cash and cash equivalents at beginning of period					3,875,000			13,568,000

Cash and cash equivalents at end of period				$	2,918,000		$	6,531,000

Supplemental disclosures of cash flow information
Cash paid during the period for:
		Interest		$	609,000		$	741,000
		Income taxes		$	—		$	3,484,000
Supplemental disclosures of non-cash items
Depreciation included in discontinued operations				$	32,000		$	34,000
Write-off of fully amortized production costs				$	1,193,000		$	—
Write-off of fully reserved inventory				$	1,350,000		$	—
Asset acquired under capital lease				$	—		$	74,000
Forfeiture of minority owner investment				$	—		$	24,000

See accompanying notes

THANE INTERNATIONAL, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
JUNE 30, 2003

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Thane International, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles”) and pursuant to Securities and Exchange Commission rules and regulations. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2003.

The financial information included herein reflects all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s results for the interim periods presented. The results of operations for the quarter ended June 30, 2003 and 2002 are not necessarily indicative of the results to be expected for the full fiscal year.

Certain amounts from 2002 have been reclassified to conform to the 2003 presentation.

Earnings (Loss) Per Share

The computation of basic and diluted income (loss) per share of common stock based on the weighted average number of shares outstanding during the period of the financial statements is as follows:


		For the Quarter Ended June 30, 2003

		Income			Shares		Per-Share
		(Numerator)			(Denominator)		Amount

Basic Income (Loss) Per Share
	Income (loss) from continuing operations	$	(685,000	)		33,248,506	$	(0.02	)
	Discontinued operations, net of tax		574,000			33,248,506		0.02
	Extraordinary gain on extinguishment of debt		5,157,000			33,248,506		0.15

	Income available to common stockholders	$	5,046,000			33,248,506	$	0.15

Diluted Income (Loss) Per Share
	Income (loss) from continuing operations	$	(685,000	)		33,248,506	$	(0.02	)

Effect of Dilutive Securities
	Common stock options		—			254,050
	Common stock warrants		—			792,695

	Discontinued operations, net of tax		574,000			34,295,251		0.02
	Extraordinary gain on extinguishment of debt		5,157,000			34,295,251		0.15

	Income available to common stockholders plus assumed conversions	$	5,046,000			34,295,251	$	0.15


		For the Quarter Ended June 30, 2002

		Income		Shares		Per-Share
		(Numerator)		(Denominator)		Amount

Basic Income Per Share
	Income from continuing operations	$	1,816,000		32,385,293	$	0.06
	Discontinued operations, net of tax		440,000		32,385,293	$	0.01

	Income available to common stockholders	$	2,256,000		32,385,293		0.07

Effect of Dilutive Securities
	Common stock options		—		1,543,308
	Common stock warrants		—		792,695
	Deferred consideration		—		138,961

Diluted Income Per Share
	Income from continuing operations	$	1,816,000		34,860,257	$	0.05
	Discontinued operations, net of tax		440,000		34,860,257	$	0.01

	Income available to common stockholders plus assumed conversions	$	2,256,000		34,860,257		0.06

The computation of weighted average shares for the periods ending June 30, 2003 and 2002 excludes the 2,214,275 Escrowed Shares related to the Reliant acquisition (Note 4).

THANE INTERNATIONAL, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2003

2. USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

3. RECENT ACCOUNTING PRONOUNCEMENTS

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“Interpretation 46”), an interpretation of ARB No. 51. Interpretation 46 addresses consolidation by business enterprises of variable interest entities. Interpretation 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The Company is in the initial stages of reviewing this interpretation, but does not believe it holds any variable interest entities that it acquired before February 1, 2003 to which Interpretation 46 would apply. Additionally, the Company has not invested in any new variable interest entities after January 31, 2003.

4. ACQUISITIONS

Krane Products

On March 15, 2002, the Company acquired 100% of Krane Holdings, Inc. (Krane) and its wholly-owned subsidiary Krane Products, Inc. in exchange for approximately 2,635,000 shares of the Company’s common stock. Each share of Krane stock was exchanged for approximately 2.424 shares of the Company’s common stock in a transaction valued at $17,047,000.

As of December 31, 2002, Krane was in default of its credit facility with LaSalle Bank National Association due to violations of certain debt covenants. In addition, this credit facility matured in February 2003. The Company was unable to negotiate a waiver for these violations or a short-term extension of this facility. As a result, on June 18, 2003, LaSalle exercised its secured rights under this facility, and accordingly, took possession of 100% of the capital stock of Krane. In addition, the Company’s evaluation of the fair value of Krane’s assets indicated they were not sufficient to recover the recorded costs. Therefore, as of March 31, 2003, Thane recognized a non-cash write-off of 100% of the goodwill associated with the Krane acquisition, or $21,762,000. As a result of LaSalle exercising its rights, the assets and liabilities of Krane are no longer consolidated with the Company, effective June 18, 2003, and the Company recorded a non-taxable, extraordinary gain from extinguishment of debt of $5,157,000 in the quarter ended June 30, 2003. Additionally, the Company expects to receive a tax deduction of approximately $2,000,000 related to the disposal of Krane. Finally, the operations of Krane are presented as discontinued operations in the quarter ended June 30, 2003 and the operations of Krane for the quarter ended June 30, 2002 have also been reclassified and presented as discontinued operations.

Selected financial data from discontinued operations were as follows:


	For the quarter ended June 30,

	2003		2002

Total revenues	$	5,032,000	$	7,374,000
Total costs and expenses	$	3,335,000	$	4,456,000
Income from operations	$	269,000	$	1,272,000
Net income	$	574,000	$	440,000
Basic earnings per share	$	0.02	$	0.01
Diluted earnings per share	$	0.02	$	0.01

THANE INTERNATIONAL, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2003

Reliant Interactive Media Corp.

In May 2002, the Company acquired 100% of Reliant Interactive Media Corp. (Reliant) in exchange for 3,532,414 shares of the Company’s common stock, of which 2,214,275 were issued to Reliant’s principal shareholders and placed in escrow (the “Escrowed Shares”).

In accordance with the employment agreements entered into between the Company and Reliant’s principal shareholders, the Company loaned $2,500,000 to Reliant’s principal shareholders, with the underlying notes accruing interest at 6%. In the event that certain thresholds are met in future years, the loans will be forgiven and recognized as compensation expense. The notes and accrued interest are reflected as a reduction of equity.

Of the 2,214,275 escrowed shares of the Company’s stock, 442,854 shares represent collateral for these loans. The amount of the loans and accrued interest has been reduced by an allowance, such that the net amount of the loan and accrued interest approximate the fair market value of the collateral shares. The allowance is recorded as compensation expense, which is included in general and administrative expenses, and will be adjusted as an increase or decrease to expense based on changes in the market value of the underlying shares until such time as the loan is repaid. As such, the Company recorded an increase to compensation expense for the quarter ended June 30, 2003 was $130,000.

The remaining 1,771,421 shares have also been placed in escrow and may be earned in the event that certain future quarterly and cumulative earnings thresholds are met. As of June 30, 2003, none of these thresholds had been met and all shares remained in escrow. All of the shares in escrow revert back to the majority shareholders in the event the thresholds are not met. Subsequent to June 30, 2003, the remaining 1,771,421 shares were released from escrow and purchased by two of the majority shareholders of the Company (Note 9).

Pro Forma Results (Unaudited)

The unaudited pro forma financial information below for the quarter ended June 30, 2003 and 2002 were prepared as if the Reliant transaction above had occurred on April 1, 2002:


	2003			2002

Revenue	$	32,947,000		$	42,366,000
Total costs and expenses	$	32,370,000		$	39,577,000
Income (loss) from continuing operations		(685,000	)		1,330,000
Discontinued operations, net of tax		574,000			440,000
Extraordinary gain on extinguishment of debt		5,157,000			—
Net income	$	5,046,000		$	1,770,000
Basic earnings per share	$	0.15		$	0.05
Diluted earnings per share	$	0.15		$	0.05

The unaudited pro forma financial information is not necessarily indicative of what actual results would have been had the transaction occurred at the beginning of the respective year, nor does it purport to indicate the results of future operations of the Company.

5. LONG-TERM DEBT AND LINE OF CREDIT

THANE INTERNATIONAL, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2003

requirements. Additionally, in conjunction with this loan and security agreement, Congress, Ableco and Krane’s lenders, LaSalle Bank National Association and Prairie Capital Mezzanine Fund, executed an intercreditor agreement whereby the lenders agreed that there would be no cross-default between the credit facilities of the respective companies.

In October 2002, due to the lack of availability on the Company’s revolving line of credit resulting from the exclusion of certain assets in the borrowing base calculation, the Company entered into an amendment to its original credit facility that provided for an additional $5,000,000 subordinated term loan (Term Loan C) due September 2003. Up to $2,000,000 of the term loan is guaranteed by an affiliate of H.I.G. Direct Marketing Holdings, the Company’s majority stockholder.

As of December 31, 2002, the Company was in violation of certain debt covenants within its Ableco credit facility. Accordingly, on February 6, 2003, the Company entered into an amendment to this credit facility that waived the existing financial covenants as of December 31, 2002, set new financial covenants on a quarterly basis going forward, terminated the revolving line of credit portion of this facility under which no monies were borrowed and required acceleration of the term loan payment originally due in September 2003. The Company paid $1,000,000 of the term loan due September 2003 upon the execution of the amendment and an additional $1,000,000 was paid as required prior to March 31, 2003. In addition, the original loan and security agreement with Congress was assigned in its entirety to Ableco. All other terms of the original loan and security agreement remained materially the same. Finally, the $2,000,000 guarantee discussed above was extended to all term loans under the Ableco credit facility.

As of March 31, 2003, the Company was in violation of certain debt covenants under the current Ableco credit facility. Accordingly, on June 26, 2003, the Company entered into an amendment to its credit facility that waived the existing financial covenants as of March 31, 2003 and set new financial covenants on a quarterly basis going forward. In addition, the Company agreed to use all the proceeds of its expected tax refund of approximately $4,500,000 to satisfy the $3,000,000 balance of the term loan due September 2003 and to prepay the other term loans. All other terms of the original loan and security agreement remained materially the same. As of June 30, 2003, the Company was in compliance with all debt covenants within its Ableco credit facility.

As of December 31, 2002, Krane was in default of its credit facility with LaSalle Bank National Association due to violations of certain debt covenants. In addition, this credit facility matured in February 2003. The Company was unable to negotiate a waiver for these violations or a short-term extension of this facility. As a result, on June 18, 2003, LaSalle exercised its secured rights under this facility, and accordingly, took possession of 100% of the capital stock of Krane. In addition, the Company’s evaluation of the fair value of Krane’s assets indicated they were not sufficient to recover the recorded costs. Therefore, as of March 31, 2003, Thane recognized a non-cash write-off of 100% of the goodwill associated with the Krane acquisition, or $21,762,000. In conjunction with the Krane acquisition, Thane’s current lenders entered into an intercreditor agreement with LaSalle whereby they agreed that there would be no cross-default between the credit facilities of Krane and Thane. Accordingly, the aforementioned events did not result in a default under Thane’s Ableco credit facility.

As a result of LaSalle exercising its rights, the operations of Krane are reflected as discontinued effective June 18, 2003 and the Company recorded a, non-taxable, extraordinary gain from extinguishment of debt of $5,157,000 in the quarter ended June 30, 2003. The total Krane debt that existed on June 18, 2003 was $10,653,000.

6. INCOME TAXES

The difference between the Company’s effective tax rate and the statutory tax rate is primarily due to transfer pricing and financing costs related to the Company’s current and prior years’ expansion into foreign markets.

7. COMMITMENTS & CONTINGENCIES REGULATION

Substantially all aspects of the Company’s marketing operations are subject to oversight and regulation by federal, state and local agencies including the Federal Trade Commission (“FTC”). FTC regulations are primarily derived

THANE INTERNATIONAL, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2003

from Section 5 of the Federal Trade Commission Act prohibiting deceptive advertising. Various state and local governments have comparable fair practice laws which are applicable to the Company. In addition, the direct marketing industry has set up guidelines for the truth and substantiation of direct marketing program claims and products through its self-regulation trade association, Electronic Retailing Association (“ERA”), of which the Company is a member. The Company believes that all of its current direct marketing programs comply with applicable FTC standards and the ERA guidelines. Certain direct marketing products could be regulated by other agencies such as the Food and Drug Administration and the Consumer Product Safety Commission.

LITIGATION

The Company is involved in a class-action lawsuit brought by certain former shareholders of Reliant related to certain non-financial disclosures made in the Company’s registration statement on Form S-4 in conjunction with the Company’s acquisition of Reliant. The Company believes that it has meritorious defenses with regard to this litigation and will aggressively defend its position. Management therefore does not believe that the resolution of this matter will have a material adverse impact on the Company’s financial position, results of operations, or cash flows.

The Company is also involved with other pending litigation which has arisen in the ordinary course of business. Although the outcome of these matters is not presently determinable, management does not believe that the resolution of these matters will have a material adverse impact on the Company’s financial position, results of operations, or cash flows.

8. RELATED PARTY TRANSACTIONS

Included in general and administrative expenses are management consulting and financial services fees paid to H.I.G. Capital, LLC, an affiliate of the Company’s majority stockholder H.I.G. Direct Marketing Holdings. The Company incurred approximately $75,000 in management fees for the quarter ended June 30, 2003 and 2002, respectively.

The Company leases an aircraft with a related entity whose principal stockholders are stockholders of the Company. The lease is approximately $26,000 per month, plus maintenance, insurance and costs. The Company also leases an automobile, on a month-to-month basis, from this entity for approximately $2,000 per month.

The Company leases a residential property from two of its stockholders on a month-to-month basis for approximately $4,000 per month. The residence is used solely for the purpose of housing for Company employees traveling to the Company’s headquarters. Management believes these accommodations save the Company substantial lodging expenses.

Prior to August 2002, the Company leased an office building under a capital lease from two of its stockholders. The lease had a related obligation of approximately $3,260,000 at inception, at an imputed interest rate of 9.25%, a term of 20 years and escalating payments over the life of the lease from approximately $22 to $47 per square foot. In August 2002, the stockholders sold the building to an unrelated third party subject to the terms of the existing lease. The lease terms have remained the same since the sale of the property.

The Company had retained the services of the law firm Hall, Dickler, Kent, Goldstein and Wood, LLP. Ms. Linda Goldstein, who served as one of our directors from May 2002 to August 2002, is a partner of Hall, Dickler, Kent, Goldstein and Wood, LLP. From the beginning of her tenure as director through June 30, 2002, the Company paid approximately $70,000 in legal fees in connection with this professional relationship.

THANE INTERNATIONAL, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2003

9. SUBSEQUENT EVENT

On July 2, 2003, the Company entered into amended and restated employment agreements with Reliant’s former principal shareholders. In conjunction therewith, the 1,771,421 shares that were in escrow, to be earned in the event that certain thresholds were met, were released from escrow by the Company and purchased by two of the majority shareholders of the Company. The purchase price per share was approximately $0.25. In addition, each of the former shareholders will receive incentive compensation in an amount equal to 4.167% of the earnings before interest, income taxes, depreciation and amortization of Reliant in the fiscal years ended March 31, 2004 and 2005. All other terms of the original employment agreement remained essentially the same. As a result of this transaction, the Company will recognize a charge to earnings in the quarter ended September 30, 2003 of approximately $440,000.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH OUR ACCOMPANYING UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES INCLUDED HEREIN FOR THE FISCAL QUARTER ENDED JUNE 30, 2003 AND THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES INCLUDED IN OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 2003. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN SUCH FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS, INCLUDING THOSE DISCUSSED BELOW AND IN OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 2003, PARTICULARLY UNDER THE HEADING “RISK FACTORS.”

GENERAL

We are engaged in the multi-channel direct marketing of consumer products and services in the fitness, health and beauty, and housewares product categories. Our distribution channels in the United States and, through our 186 international distributors and strategic partners, in 80 countries around the world include direct response television, home shopping channels, catalogs, retail print advertising, credit card inserts and the Internet. We develop and acquire products, arrange low-cost, offshore manufacturing and then market and distribute our products through our various distribution channels. We have historically been dependent on a limited number of successful products to generate a significant portion of our total revenues. We seek to reduce the risk associated with relying on a limited number of successful products for a disproportionate amount of our revenues by continually enhancing our diverse product portfolio and utilizing multiple distribution channels to extend product life cycles and maximize profit potential.

We generate revenues by selling our products (i) directly to consumers through our direct response television programs and the Internet, and (ii) wholesale through international distributors and strategic partners, retailers, home shopping channels, catalogs and credit card inserts. We also generate revenues through our media purchasing, consumer clubs and product sourcing activities. We allocate all of our United States media costs to our direct marketing businesses and none to our wholesale business. Production costs are allocated solely to our direct marketing business even though the direct response television programs are used to support our wholesale and international businesses. Typically, as a product nears the end of its lifecycle, we will gradually reduce the selling price of the product to further extend the lifecycle of the product.

Over the past several years, we have focused on building our international and wholesale channels of distribution. International sales have grown from $1.3 million in fiscal 1998 to $51.3 million in fiscal 2003. Wholesale revenues have increased from $1.8 million in fiscal 1999 to $12.9 million in fiscal 2003. We expect that international and wholesale channels of distribution will continue to be a larger part of our revenues. We typically purchase merchandise from our overseas manufacturers, and sell products to our international distributors and strategic partners, in U.S. dollars. Accordingly, while we do not experience significant exposure to foreign currency risk, our trading partners do.

Our revenues vary throughout the year, with third and fourth fiscal quarter revenues being historically the highest. These seasonal trends have been and may continue to be affected by the timing and success of new product offerings, expansion of our international and wholesale distribution channels and the potential growth of other distribution channels.

We acquired Reliant Interactive Media Corp. as of May 22, 2002. Therefore, only 40 days of financial information for Reliant is included in our results of operations for the quarter ended June 30, 2002. For historical pro forma results of operations please refer to the unaudited consolidated financial statements and notes included herein and the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2003.

As of December 31, 2002, Krane Products, Inc. (Krane) was in default of its credit facility with LaSalle Bank National Association due to violations of certain debt covenants. In addition, this credit facility matured in February 2003. The Company was unable to negotiate a waiver for these violations or a short-term extension of this facility. As a result, on June 18, 2003, LaSalle exercised its secured rights under this facility, and accordingly, took

possession of 100% of the capital stock of Krane. In addition, the Company’s evaluation of the fair value of Krane’s assets indicated they were not sufficient to recover the recorded costs. Therefore, as of March 31, 2003, Thane recognized a non-cash write-off of 100% of the goodwill associated with the Krane acquisition, or $21,762,000. As a result of LaSalle exercising its rights, the operations of Krane are reflected as discontinued effective June 18, 2003 and the Company recorded an extraordinary gain from extinguishment of debt of $5,157,000 in the quarter ended June 30, 2003. In addition, the operations of Krane are presented as discontinued operations in the quarter ended June 30, 2003 and the operations of Krane for the quarter ended June 30, 2002 have been reclassified and presented as discontinued operations as well.

RESULTS OF OPERATIONS

The following table sets forth income statement data for the periods indicated as a percentage of revenue.


		For the quarter ended
		June 30,

		2003			2002

Total revenues			100.00	%		100.00	%
Cost of sales, including selling expenses			80.53	%		76.31	%
Gross profit			19.47	%		23.69	%
Operating expenses
	General and administrative		17.23	%		13.76	%
	Depreciation		0.49	%		0.33	%
Income from operations			1.75	%		9.60	%
Other expenses
	Interest, minority interest and other		2.32	%		1.79	%
Income (loss) before income taxes			(0.57	)%		7.81	%
Provision for income taxes			1.51	%		2.95	%
Income (loss) from continuing operations			(2.08	)%		4.86	%
Discontinued operations, net of tax			1.74	%		1.18	%
Extraordinary gain on extinguishment of debt			15.66	%		0.00	%
Net income			15.32	%		6.04	%

COMPARISON OF THE QUARTER ENDED JUNE 30, 2003 AND JUNE 30, 2002

TOTAL REVENUES decreased $4.4 million, or 11.8%, to $32.9 million for the quarter ended June 30, 2003 from $37.3 million for the quarter ended June 30, 2002. The decrease in total revenues is primarily attributable to wholesale sales decreasing $2.7 million, or 44.2%, to $3.3 million for the quarter ended June 30, 2003 from $6.0 million for the quarter ended June 30, 2002. International sales decreased $2.6 million, or 14.9%, to $15.1 million for the quarter ended June 30, 2003 from $17.7 million for the quarter ended June 30, 2003. These decreases were partially offset by direct to consumer sales increasing $0.9 million, or 6.5%, to $14.5 million for the quarter ended June 30, 2003 from $13.6 million for the quarter ended June 30, 2002.

Direct to consumer sales consist of products and services sold through direct response TV programs, telemarketing and the Internet to U.S. consumers. Wholesale sales consist of products and services sold to U.S. based businesses such as television shopping channels, retailers, catalogers and other direct marketing companies. International sales consist of products sold outside the U.S. both to consumers and international distributors and strategic partners.

Within the direct to consumer and wholesale businesses we have historically been dependent on a limited number of successful products to generate a significant portion of our total revenues. We continue to seek to reduce the risk associated with relying on a limited number of successful products for a disproportionate amount of our revenues by continually enhancing our diverse product portfolio and utilizing multiple distribution channels to extend product life cycles and maximize profit potential. The decrease in wholesale sales was attributable to sales of a single fitness product in fiscal 2003 partially offset by increased sales in other product categories in fiscal 2004. The decrease in

international sales was attributable to sales of a single health and beauty product in fiscal 2003 which was offset by increased sales in other product categories in fiscal 2004.

COST OF SALES consists of product costs, advertising costs, media costs, fulfillment costs and royalty costs. Cost of sales decreased $2.0 million, or 7.0%, to $26.5 million for the first quarter of fiscal 2004 from $28.5 million for the first quarter of fiscal 2003. As a percentage of total revenues, cost of sales increased from 76.31% for the quarter ended June 30, 2002 to 80.53% for the quarter ended June 30, 2003. The decrease in cost of sales dollars is directly attributable to the lower sales levels discussed above. The increase in cost of sales as a percentage of total revenues for June 2003 as compared to June 2002 is primarily due to higher advertising and media costs during the quarter ended June 30, 2003.

GROSS PROFIT decreased $2.4 million, or 27.5%, to $6.4 million for the quarter ended June 30, 2003 from $8.8 million for the quarter ended June 30, 2002. As a percentage of total revenues, gross profit decreased 4.22% from 23.69% for the first quarter of fiscal 2003 to 19.47% for the first quarter of fiscal 2004. The decrease in gross profit as a percentage of total revenues is the result of higher advertising and media costs for the quarter ended June 30, 2003.

GENERAL AND ADMINISTRATIVE EXPENSES increased $0.6 million, or 10.4%, to $5.7 million for the first quarter of fiscal 2004 from $5.1 million for the comparable quarter in fiscal 2003. As a percentage of total revenues, general and administrative expenses increased to 17.23% for the first quarter of fiscal 2004 from 13.76% for the first quarter of fiscal 2003. The increase in general and administrative expenses was the result of a full quarter of general and administrative expenses in the quarter ended June 30, 2003 for Reliant compared to only forty days of such expenses in the quarter ended June 30, 2002 as well as higher expenses in the Internet division.

DEPRECIATION EXPENSE increased $36,000 due primarily to depreciation of fixed assets additions over the last year.

INCOME FROM OPERATIONS decreased $3.0 million, or 83.9%, to $0.6 million for the first quarter of fiscal 2004 from $3.6 million for the first quarter of fiscal 2003. As a percentage of total revenues, income from operations decreased to 1.75% for the first quarter of fiscal 2004 from 9.60% for the first quarter of fiscal 2003. The decrease in income from operations as a percentage of total revenues is attributable to lower gross profits and higher general and administrative expenses discussed above.

OTHER EXPENSES consist of net interest expense and minority interest. Net interest expense increased approximately $182,000, primarily due to higher debt levels and higher borrowing costs during the quarter ended June 30, 2003. Minority interest decreased by $85,000 due to profit decreases from Thane’s non-wholly owned subsidiaries.

INCOME (LOSS) BEFORE INCOME TAXES decreased $3.1 million, or 106.5%, to $(0.2) million for the quarter ended June 30, 2003 from $2.9 million for the quarter ended June 30, 2002. The decrease is attributable to the lower gross profits and higher general and administrative expenses discussed above. After applying the effective tax rate of 262.6% and 37.7%, for the first quarters in fiscal 2004 and fiscal 2003, respectively, income (loss) from continuing operations for the respective periods was $(0.7) million and $1.8 million, a $2.5 million, or 137.7% decrease.

DISCONTINUED OPERATIONS AND EXTRAORDINARY GAIN ON EXTINGUISHMENT OF DEBT consists of the effects of the Company’s disposition of Krane. As of December 31, 2002, Krane was in default of its credit facility with LaSalle Bank National Association due to violations of certain debt covenants. In addition, this credit facility matured in February 2003. The Company was unable to negotiate a waiver for these violations or a short-term extension of this facility. As a result, on June 18, 2003, LaSalle exercised its secured rights under this facility, and accordingly, took possession of 100% of the capital stock of Krane. In addition, the Company’s evaluation of the fair value of Krane’s assets indicated they were not sufficient to recover the recorded costs. Therefore, as of March 31, 2003, Thane recognized a non-cash write-off of 100% of the goodwill associated with the Krane acquisition, or $21,762,000.

As a result of LaSalle exercising its rights, the operations of Krane are reflected as discontinued effective June 18, 2003 and the Company recorded a non-taxable, extraordinary gain from extinguishment of debt of $5,157,000 in the quarter ended June 30, 2003. In addition, the operations of Krane are presented as discontinued operations with income of $574,000 in the quarter ended June 30, 2003. The historical operations of Krane for the quarter ended June 30, 2002 have been reclassified and presented as discontinued operations which reflected income of $440,000.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2003, cash and cash equivalents were $2.9 million compared to $3.9 million at March 31, 2003 and $6.5 million at June 30, 2002. Total assets were $46.3 million at June 30, 2003 compared to $54.0 million at March 31, 2003 and $105.4 million at June 30, 2002. Comparing June 2003 to June 2002, the total asset decrease of $59.1 million was primarily due to a decrease in goodwill of $41.8 million as discussed in the Company’s Form 10-K and a decrease in current assets of $15.0 million due primarily to decreases in cash and inventories.

For the fiscal quarter ended June 30, 2003, the net cash used in operating activities was $(0.09) million compared to net cash used in operating activities of $(4.8) million for the fiscal quarter ended June 30, 2002. Net cash used in investing and financing activities was $(0.9) million in the fiscal quarter ended June 30, 2003 as compared to net cash used in investing and financing activities of $(2.2) million in the fiscal quarter ended June 30, 2002. The decrease in cash used in operating activities was primarily due to decreases in accounts receivable, payables and accrued expenses for the quarter ended June 30, 2002, and the decrease in inventory and effects of the disposition of Krane for the quarter ended June 30, 2003. In addition to routine debt payments, the net cash used in investing and financing activities was primarily due to the notes issued to stockholders offset by the acquisition of an internet retailer in the fiscal quarter ended June 30, 2002.

In March 2002, the Company entered into a loan and security agreement with Congress Financial Corporation (“Congress”) and Ableco Finance (“Ableco”) that provided a $20,000,000 senior secured revolving credit facility and an aggregate of $14,000,000 in long-term loans. Under this agreement, the Company and all of its wholly-owned subsidiaries, with the exception of Krane, are either borrowers or guarantors of this facility. These facilities were used to refinance prior credit facilities, repurchase outstanding warrants to purchase shares of common stock, pay certain fees and expenses related to the Reliant and Krane acquisitions and provide for future working capital requirements. Additionally, in conjunction with this loan and security agreement, Congress, Ableco and Krane’s lenders, LaSalle Bank National Association and Prairie Capital Mezzanine Fund, executed an intercreditor agreement whereby the lenders agreed that there would be no cross-default between the credit facilities of the respective companies.

As of December 31, 2002, Krane was in default of its credit facility with LaSalle Bank National Association due to violations of certain debt covenants. In addition, this credit facility matured in February 2003. The Company was unable to negotiate a waiver for these violations or a short-term extension of this facility. As a result, on June 18, 2003, LaSalle exercised its secured rights under this facility, and accordingly, took possession of 100% of the capital stock of Krane. In addition, the Company’s evaluation of the fair value of Krane’s assets indicated they were not sufficient to recover the recorded costs. Therefore, as of March 31, 2003, Thane recognized a non-cash write-off of 100% of the goodwill associated with the Krane acquisition, or $21,762,000. In conjunction with the Krane acquisition, Thane’s current lenders entered into an intercreditor agreement with LaSalle whereby they agreed that there would be no cross-default between the credit facilities of Krane and Thane. Accordingly, the aforementioned events did not result in a default under Thane’s Ableco credit facility.

We believe that, through future cash flows, sales of certain of our non-core subsidiaries and financing alternatives available, we can continue to meet our short-term obligations and continue to generate the working capital necessary to provide for the long-term liquidity and our future internal growth.

Critical Accounting Policies

Revenue recognition

The Company recognizes revenue upon concluding that all of the fundamental criteria for revenue recognition have been met. All of the criteria are usually met at the time of product shipment. The Company also earns commission income from media brokers and income from third parties for consulting services rendered. The commission income earned from media brokers is netted against advertising expense included in cost of sales. The Company also earns revenue on membership referral fees from a joint venture with a third-party. All shipping and handling costs are recorded within cost of sales.

Generally, it is the Company’s policy to refund unconditionally the total price of merchandise, less shipping and handling, for merchandise returned within 30 days. The Company provides an allowance, based on experience, for returned merchandise. Revenues are shown net of returns, discounts and sales incentives.

Accounts Receivable

Accounts receivable consist primarily of amounts due to us from our normal business activities. We maintain an allowance for doubtful accounts to reflect the expected uncollectibility of accounts receivable based on past collection history and specific risks identified in the portfolio.

Inventories

Inventories consist primarily of products purchased for resale and are stated at the lower of cost (determined by the first-in, first out method) or market. An allowance for obsolete inventory is maintained to reflect the expected unsaleable inventory based on an evaluation of slow moving products.

Allowance for product refunds and returns

The allowance for product refunds and returns is based on past historical experience of product returns and refunds during which a customer can return a product.

Income taxes

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of temporary timing differences between the financial statement and tax basis of assets and liabilities at the applicable enacted tax rates. A valuation allowance is maintained to reduce its deferred tax assets to the amount that is more likely than not to be realized. While the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event the Company were to determine that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made.

Goodwill

Goodwill represents the excess of the purchase price of each of the Company’s acquisitions over the fair market value of the net assets acquired. The acquisitions have been accounted for under FAS 141 Business Combinations, and in accordance with FAS 142, Goodwill & Intangibles, goodwill has not been amortized and is tested annually or more frequently if circumstances indicate potential impairment, by comparing the fair value of assets to its carrying amount.

Recent Accounting Pronouncements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In connection with borrowings under our senior secured credit facility with Ableco we will experience market risk with respect to changes in the general level of interest rates and its effect upon our interest expense. Borrowings under this facility bear interest at variable rates based on the prime rate. Because such rate varies from period to period, an increase in interest rates will result in additional interest expense and a reduction in interest rates will result in reduced interest expense. Accordingly, our present exposure to interest rate fluctuations is primarily dependent on rate changes that may occur while the senior secured credit facility is outstanding.

Our variable rate debt currently consists of three term loans for total borrowings of $14.7 million.

FOREIGN EXCHANGE RISK

Purchases, as well as sales of products through our international distribution channels, are denominated in U.S. dollars and as such we have minimal foreign currency fluctuation risk.

ITEM 4. CONTROLS AND PROCEDURES

Within the 90-day period prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Company’s management, including the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s Exchange Act filings.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 3. DEFAULTS ON SENIOR SECURITIES

As of December 31, 2002, Krane was in default of its credit facility with LaSalle Bank National Association due to violations of certain debt covenants. In addition, this credit facility matured in February 2003. The Company was unable to negotiate a waiver for these violations or a short-term extension of this facility. As a result, on June 18, 2003, LaSalle exercised its secured rights under this facility, and accordingly, took possession of 100% of the capital stock of Krane. In addition, the Company’s evaluation of the fair value of Krane’s assets indicated they were not sufficient to recover the recorded costs. Therefore, as of March 31, 2003, Thane recognized a non-cash write-off of 100% of the goodwill associated with the Krane acquisition, or $21,762,000. In conjunction with the Krane acquisition, Thane’s current lenders entered into an intercreditor agreement with LaSalle whereby they agreed that there would be no cross-default between the credit facilities of Krane and Thane. Accordingly, the aforementioned events did not result in a default under Thane’s Ableco credit facility.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


(a)		Exhibits.


Exhibit Number		Description

	31.1	Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

	31.2	Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002

	31.3	Certification of Chief Accounting Officer under Section 302 of the Sarbanes-Oxley Act of 2002

	32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


(b)		Reports on Form 8-K. None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


	THANE INTERNATIONAL, INC. (Registrant)

August 13, 2003	By:	/s/ William F. Hay

Date		William F. Hay, Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)

August 13, 2003	By:	/s/ Kevin J. McKeon

Date		Kevin J. McKeon, Chief Financial Officer (Principal Financial Officer)

August 13, 2003	By:	/s/ Joshua A. Chandler

Date		Joshua A. Chandler, Chief Accounting Officer (Principal Accounting Officer)

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THANE INTERNATIONAL INC 10-Q