UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
Washington, D.C. 20549
| x | QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April
1, 1995
OR
| | TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
_____________ to _______________
Commission file number 0-15385
ONE PRICE CLOTHING STORES, INC.
(Exact name of Registrant as specified in
its Charter)
DELAWARE 57-0779028
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Highway 290, Commerce Park
1875 East Main Street
Duncan, South Carolina 29334
(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including
area code: (803) 433-8888
Indicate by check mark whether the
Registrant (1) has 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
Registrant was required to file such
reports), and (2) has been subject to such
filing requirements for the past 90
days. Yes X No_____
The number of shares of the Registrant's
Common Stock outstanding as of April
21,1995 was 10,311,781.
INDEX
ONE PRICE CLOTHING STORES, INC. AND
SUBSIDIARY
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance
sheets -- April 1, 1995, December
31, 1994 and April 2, 1994
Condensed consolidated statements
of operations -- Three-month
periods ended April 1, 1995 and
April 2, 1994
Condensed consolidated statements
of cash flows -- Three-month
periods ended April 1, 1995 and
April 2, 1994
Notes to unaudited condensed
consolidated financial statements
-- April 1, 1995
Independent accountants' report on
review of interim financial
information
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of
Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
PART I. FINANCIAL INFORMATION
<TABLE>
CONDENSED CONSOLIDATED BALANCE SHEETS
One Price Clothing Stores, Inc. and Subsidiary
<S> <C> <C> <C>
April 1, December 31, April 2,
1995 1994 1994
(Unaudited) (1) (Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,660,000 $ 362,000 $ 5,070,000
Merchandise inventories 38,032,000 26,337,000 31,642,000
Prepaid Federal and state income taxes 3,198,000 -- 578,000
Deferred income taxes 2,164,000 1,709,000 1,526,000
Other current assets 3,539,000 2,844,000 2,310,000
TOTAL CURRENT ASSETS 48,593,000 31,252,000 41,126,000
PROPERTY & EQUIPMENT, at cost 51,740,000 48,996,000 39,412,000
Less allowance for depreciation 14,394,000 13,606,000 11,353,000
37,346,000 35,390,000 28,059,000
OTHER ASSETS 1,312,000 1,288,000 1,190,000
$87,251,000 $67,930,000 $70,375,000
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $11,885,000 $ 6,470,000 $14,169,000
Note payable 19,574,000 -- 2,468,000
Sundry liabilities 5,866,000 6,565,000 4,601,000
TOTAL CURRENT LIABILITIES 37,325,000 13,035,000 21,238,000
DEFERRED INCOME TAXES 1,542,000 1,449,000 1,236,000
DUE TO RELATED PARTY 361,000 372,000 402,000
COMMITMENTS AND CONTINGENCIES -- Note C
SHAREHOLDERS' EQUITY -- Note B
Preferred Stock, par value $0.01
--authorized and unissued 500,000 shares
Common Stock, par value $0.01
--authorized 35,000,000 shares,
issued and outstanding 10,311,256,
10,305,256 and 10,278,096 shares 103,000 103,000 103,000
Additional paid-in capital 10,924,000 10,891,000 10,578,000
Retained earnings 36,996,000 42,080,000 36,818,000
48,023,000 53,074,000 47,499,000
$87,251,000 $67,930,000 $70,375,000
(1) Derived from audited financial statements.
See notes to unaudited condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
One Price Clothing Stores, Inc. and Subsidiary
</TABLE>
<TABLE>
<S> <C> <C>
Three-Month Period Ended
April 1, April 2,
1995 1994
NET SALES $54,639,000 $56,007,000
Cost of sales 35,309,000 34,888,000
GROSS MARGIN 19,330,000 21,119,000
Selling, general and administrative expenses 20,606,000 17,247,000
Store rent and related expenses 5,877,000 4,509,000
Depreciation and amortization expense 993,000 776,000
Interest expense 197,000 19,000
27,673,000 22,551,000
Interest income 9,000 21,000
NET EXPENSES 27,664,000 22,530,000
LOSS BEFORE INCOME TAXES (8,334,000) (1,411,000)
Benefit from income taxes (3,250,000) (539,000)
NET LOSS $(5,084,000) $ (872,000)
Net loss per common share -- Note B $ (0.49) $ (0.08)
Weighted average common shares outstanding
-- Note B 10,307,457 10,508,832
See notes to unaudited condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
One Price Clothing Stores, Inc. and Subsidiary
Three-Month Period Ended
April 1, April 2,
1995 1994
OPERATING ACTIVITIES:
Net loss $ (5,084,000) $ (872,000)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 993,000 776,000
(Increase) decrease in other noncurrent assets (25,000) 49,000
Deferred income taxes (362,000) (175,000)
Loss on disposal of property and equipment 221,000 182,000
Changes in operating assets and liabilities (10,872,000) (5,043,000)
NET CASH USED IN OPERATING ACTIVITIES (15,129,000) (5,083,000)
INVESTING ACTIVITIES:
Purchases of property and equipment (3,169,000) (1,364,000)
Purchases of other noncurrent assets -- (28,000)
NET CASH USED IN INVESTING ACTIVITIES ( 3,169,000) (1,392,000)
FINANCING ACTIVITIES:
Net borrowings from line of credit 19,574,000 2,468,000
Decrease in amount due to related par (11,000) (9,000)
Proceeds from exercise of Common Stock options 33,000 546,000
NET CASH PROVIDED BY FINANCING ACTIVITIES 19,596,000 3,005,000
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,298,000 (3,470,000)
Cash and cash equivalents at beginning of period 362,000 8,540,000
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,660,000 $5,070,000
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $340,000 $ 2,647,000
Interest paid 121,000 10,000
</TABLE>
See notes to unaudited condensed consolidated financial statements
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
One Price Clothing Stores, Inc. and
Subsidiary
April 1, 1995
NOTE A -- BASIS OF PRESENTATION
The accompanying condensed consolidated
financial statements are unaudited and
include the accounts of One Price Clothing
Stores, Inc. and its wholly-owned
subsidiary (the "Company"). All
significant intercompany accounts and
transactions have been eliminated in
consolidation.
These financial statements have been
prepared in accordance with generally
accepted accounting principles for interim
financial information and the instructions
of Regulation S-X. Accordingly, they do
not include all of the information and
footnotes required by generally accepted
accounting principles for complete
financial statements.
For interim reporting, the Company uses an
estimated gross profit as calculated on a
current quarterly basis by its inventory
management system. At year-end,
inventories are stated at the lower of
average unit cost or market. Average unit
cost is determined by the first-in, first-
out (FIFO) method. Therefore, there is no
assurance that a final determination of
annual gross profit will not result in a
significant impact on the fourth quarter
results of operations.
In the opinion of management, all
adjustments (consisting of normal
recurring accruals) considered necessary
for a fair presentation have been
included. Due to the seasonality of the
Company's sales, operating results for the
three-month period ended April 1, 1995 are
not necessarily indicative of the results
that may be expected for the year ending
December 30, 1995. For further
information, refer to the financial
statements and footnotes thereto included
in the Company's Annual Report on Form 10-
K for the year ended December 31, 1994.
Certain previously reported amounts have
been reclassified to conform with the
current year presentation.
NOTE B -- EARNINGS PER SHARE
Earnings per share were computed based
upon the weighted average number of common
and common equivalent shares outstanding.
Common equivalent shares are represented
by shares under option.
NOTE C -- COMMITMENTS AND CONTINGENCIES
On September 22, 1994, two shareholders
filed separate lawsuits making certain
securities and common law allegations and
seeking unspecified damages against the
Company and its Chairman and Chief
Executive Officer. The lawsuits, which
seek certification as class actions,
allege that the Chairman and Chief
Executive Officer and the Company made
materially false, misleading and untimely
projections and statements on earnings.
Although the Company cannot predict the
likely outcome of these lawsuits at this
time, management intends to vigorously
defend these actions and believes that as
a result of its legal defenses and
insurance arrangements, the final outcome
should not have a material adverse effect
on the Company's consolidated financial
condition or results of operations.
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors
One Price Clothing Stores, Inc.
We have reviewed the accompanying
condensed consolidated balance sheets of
One Price Clothing Stores, Inc. and
subsidiary (the "Company") as of April 1,
1995 and April 2, 1994, and the related
condensed consolidated statements of
operations and of cash flows for the
three-month periods then ended. These
financial statements are the
responsibility of the Company's
management.
We conducted our review in accordance with
standards established by the American
Institute of Certified Public Accountants.
A review of interim financial information
consists principally of applying
analytical procedures to financial data
and of making inquiries of persons
responsible for financial and accounting
matters. It is substantially less in
scope than an audit conducted in
accordance with generally accepted
auditing standards, the objective of which
is the expression of an opinion regarding
the financial statements taken as a whole.
Accordingly, we do not express such an
opinion.
Based on our reviews, we are not aware of
any material modifications that should be
made to such condensed consolidated
financial statements for them to be in
conformity with generally accepted
accounting principles.
We have previously audited, in accordance
with generally accepted auditing
standards, the consolidated balance sheet
of One Price Clothing Stores, Inc. and subsidiary
as of December 31, 1994, and the related
consolidated statements of income,
shareholders' equity, and cash flows for
the year then ended (not presented
herein); and in our report dated February
10, 1995 (February 28, 1995 as to Note B),
we expressed an unqualified opinion on
those financial statements. In our
opinion, the information set forth in the
accompanying condensed balance sheet as of
December 31, 1994 is fairly stated, in all
material respects, in relation to the
consolidated balance sheet from which it
has been derived.
DELOITTE & TOUCHE LLP
Greenville, South Carolina
April 14, 1995
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Results of Operations
Net sales for the first quarter ended
April 1, 1995 decreased approximately 2.4%
to $54,639,000 from $56,007,000 for the same quarter
ended April 2, 1994. Comparable store
sales for the quarter decreased 23% and
average net sales per store decreased 18%
compared to the same quarter last year.
The Company considers stores that are 18
months or older as comparable for this
purpose, and there were 464 such stores at
April 1, 1995.
Management believes that sales during the
first quarter of fiscal 1995 reflect the
continuation of the industry-wide decline
in consumer spending on women's apparel
and the shift of Easter sales from the
first quarter in fiscal 1994 to the second
quarter in fiscal 1995. Sales have
continued to remain disappointing in
April.
During the first quarter of fiscal 1995,
24 new stores were opened and 15 under
performing stores were closed. At April
1, 1995, the Company operated 650 stores
in 28 states and Puerto Rico. In fiscal
1995, the Company plans to open a net of
approximately 80 stores which should bring
the total number of stores to
approximately 720 by year end.
The Company's sales and operating results
are seasonal, as is typical in the women's
retail apparel industry. The Company's
sales historically have been lowest during
the first quarter (January - March) and
third quarter (July - September) and
highest during the second quarter (April -
June) and fourth quarter (October -
December). Reduced sales volumes in first
and third quarters coincide with the
transition of seasonal merchandise.
Therefore, increased levels of markdowns
occur during these transitional periods,
and operating expenses, when expressed as
a percentage of sales, are typically
higher. Management expects this
seasonality to continue.
Gross margin decreased to 35.4% of net
sales in the first quarter of 1995 as
compared to 37.7% of net sales for the
comparable quarter ended April 2, 1994.
The principal reason for the decrease in
the gross margin percentage compared to
the same quarter last year was an increase
in the level of markdowns combined with
the shortfall in sales of full-price
spring merchandise. Depending on the
relative strength of sales in the second
quarter, increased markdowns compared to
the second quarter of last year may occur.
Selling, general and administrative
expenses increased as a percentage of net
sales to 37.7% in the first quarter of
1995 from 30.8% in the same period of
1994. This increase in selling, general
and administrative expenses when expressed
as a percentage of net sales is due to the
significantly lower average store sales
volumes compared to last year. The
Company's selling, general and
administrative expenses in dollars per
average store were flat compared to the
first quarter of last year. Efficiencies
gained in transportation were offset by
increases in production costs, investments
made in personnel and training at the
corporate offices and increases in store
operating expenses due to the new markets
entered into during 1994, particularly
Puerto Rico and California. Total store
operating expenses increased due to the
104 net new stores opened since the first
quarter last year.
Store rent expense increased as a
percentage of net sales to 10.8% during
the first quarter of 1995 compared to 8.0%
for the same period in 1994. Rent expense
in dollars per average store increased 9%
over the first quarter of last year due to
the impact of entering into leases in
larger, metropolitan markets, particularly
Puerto Rico and California and increases
in lessor operating costs and property
taxes which are passed on to the Company.
The Company believes that the trend of
increasing average store rent expense may
continue in the future.
Depreciation and amortization expense
increased to 1.8 % of net sales in the
first quarter of 1995 as compared to 1.4%
for the quarter ended April 2, 1994.
The Company's effective tax rate for
fiscal 1994 was 38.5%. The Company's
estimated annual effective tax rate for
fiscal 1995 is 39.0%. The increase in
fiscal 1995's estimated annual effective
tax rate compared to 1994's effective tax
rate is primarily related to the
expiration of the Federal Targeted Jobs
Tax Credit program and due to the
Company's planned geographic expansion
into state and local tax jurisdictions
with higher tax rates in fiscal 1995.
Liquidity and Capital Resources
During the first quarter of fiscal 1995,
the Company used a net of $15,129,000 in
operating activities. The largest
components of this net use of cash include
funding the operating loss for the quarter
and an increase in merchandise inventories
which was partially offset by an increase
during the quarter in accounts payable.
During the first quarter of 1994, the
Company used a net of $5,083,000 in
operating activities. The largest
components of this net use of funds
include an increase in merchandise
inventories and a reduction in income
taxes payable and sundry liabilities which
was partially offset by an increase in
accounts payable.
Total inventories at the end of the first
quarter of fiscal 1995 and 1994 were
$38,032,000 and $31,642,000, respectively.
Total inventories at December 31, 1994
were $26,337.000. The level of
merchandise inventories is subject to
fluctuations because of the Company's
opportunistic buying strategy and
prevailing business conditions. The above
amounts represent total inventory, whether
located at the stores, in the Distribution
Center or in-transit. The average
inventory per store was approximately
$58,500 and $57,800 at the end of the
first quarter of fiscal 1995 and 1994,
respectively. This represents an increase
of approximately 1% in the average
inventory per store. The slightly higher
overall inventory levels per store
resulted primarily from the pre-Easter
selling season falling in the second
quarter of fiscal 1995 compared to the
first quarter in fiscal 1994. The average
inventory per store was approximately
$41,000 at December 31, 1994. Typically,
the average inventory per store increases
during the first quarter compared to the
level of inventory at the end of the
Company's fiscal year.
The total of accounts payable and the note
payable at the end of the first quarter of
fiscal 1995 and 1994, respectively, was
$31,459,000 and $16,637,000. The increase
is due to funding the operating loss for
the quarter, funding the increase in
merchandise inventories and the increase
in capital expenditures described below.
In comparison, total accounts payable at
December 31,1994 was $6,470,000 and no
amount was outstanding against the
Company's line of credit. The total of
accounts payable and the note payable is
subject to fluctuations because of the
Company's opportunistic buying strategy,
capital expenditure requirements and
prevailing business conditions.
During the first quarter of fiscal 1995, a
net of $3,169,000 was used in investing
activities to purchase property and
equipment. This consisted principally of
costs incurred for the expansion of the
Distribution Center and leasehold
improvements and equipment for the 24 new
stores opened during the quarter. In
fiscal 1995, the Company plans to spend
approximately $12.0 million on capital
expenditures for new store openings,
expansion of the Company's distribution
facility, a new warehouse management
system, equipment and enhanced information
systems.
During the first quarter of fiscal 1994,
$1,364,000 was used to purchase property
and equipment, principally leasehold
improvements and equipment for the 23 new
stores opened during the quarter and
equipment purchased in anticipation of the
additional new stores to be opened in the
coming months.
The exercise of Common Stock options
pursuant to the Company's stock option
plans provided cash of $33,000 in the
first quarter of 1995 compared to $546,000
in the first quarter of 1994.
The Company executed a new bank agreement
in March 1995 with its bank that provides
for a $25,000,000 line of credit and a
$15,000,000 letter of credit facility and
expires May 31, 1996. Borrowings against
the line of credit are unsecured and bear
interest at the Company's option of a Base
Rate (defined as the higher of the Bank's
prime interest rate or the Federal Funds
rate plus 0.50%) or the adjusted LIBOR
rate plus 1.50%. The agreement requires
the Company to reduce the outstanding
balance on the line to zero for at least
thirty consecutive days during the term of
the agreement. The credit facilities
contain certain covenants which, among
other things, restrict or limit the
ability of the Company to incur
indebtedness, or encumber or dispose of
assets. In addition, the Company may not
repurchase its Common Stock or pay
dividends without prior approval. The
Company was in compliance with the
covenants at April 1, 1995. At the end
of the first quarter of fiscal 1995 and
1994, respectively, the Company had
$19,574,000 and $2,468,000 outstanding on
its line of credit. The maximum amounts
outstanding under the line of credit
during the first quarters of 1995 and 1994
were $20,689,000 and $4,411,000,
respectively. The average amounts
outstanding under the line of credit were
$11,637,000 during the first quarter of
1995 and $592,000 during the first quarter
of 1994. The weighted average interest
rates were 8.5% and 6.0% for the first
quarters of fiscal 1995 and 1994,
respectively.
The Company had outstanding letters of
credit totaling approximately $6,014,000
at April 1, 1995. Letters of credit are
used primarily to purchase merchandise
from foreign suppliers. All such
purchases are paid in United States
dollars; thus the Company is not subject
to foreign currency risks.
Management believes that the Company's
needs for operating capital and funds for
capital expenditures in fiscal 1995 should
be satisfied by its cash flows from
operations and through the use of its
available line of credit and operating
leases. In the past, the Company has not
used long-term debt or capital leases as a
source of capital; however, the Company is
considering whether such permanent
financing would be in the best interest of
the Company.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On September 22, 1994, two separate
lawsuits making certain securities and
common law allegations and seeking
unspecified damages were filed in the
United States District Court for the
District of South Carolina, Columbia
Division against the Company and its
Chairman and Chief Executive Officer,
Henry D. Jacobs, Jr. A motion to
consolidate these cases is pending. The
lawsuits, which seek certification as
class actions, allege that the Chairman
and Chief Executive Officer and the
Company made materially false, misleading
and untimely projections and statements on
earnings. The plaintiffs in these cases,
sought to be consolidated, are Leonard
Pitten, Katherine Hogan and Anthony J.
Mallozzi. The Company has moved to
dismiss the lawsuits, and a ruling on that
motion is currently pending. Although the
Company cannot predict the likely outcome
of these lawsuits at this time, management
intends to vigorously defend these actions
and believes that as a result of its legal
defenses and insurance arrangements, the
final outcome should not have a material
adverse effect on the Company's
consolidated financial condition or
results of operations.
Occasionally the Company is a defendant in
legal actions involving claims arising in
the normal course of its business. The
Company believes that, as a result of its
legal defenses and insurance arrangements,
none of these other actions presently
pending, if decided adversely, would have
a material adverse effect on its financial
position or results of operations.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote
of Security Holders
The following summarizes the votes at the
Annual Meeting of the Company's
shareholders held on April 19, 1995:
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<S> <C> <C> <C> <C>
Broker
Matter For Against Abstentions Nonvotes
Election of
Directors -
Henry D. Jacobs, Jr. 6,517,786 -- 946,598 2,843,122
Ethan S. Shapiro 6,497,336 -- 967,048 2,843,122
Raymond S. Waters 6,501,386 -- 962,998 2,843,122
David F. Bellet 6,534,011 -- 930,373 2,843,122
Charles D. Moseley, Jr. 6,534,011 -- 930,373 2,843,122
James M. Shoemaker, Jr. 6,497,636 -- 966,748 2,843,122
Malcolm L. Sherman 6,498,095 -- 966,289 2,843,122
Cynthia C. Turk 6,533,361 -- 931,023 2,843,122
Laurie M. Shahon 6,534,011 -- 930,373 2,843,122
Broker
Matter For Against Abstentions Nonvotes
Directors' Stock
Option Plan 7,117,390 45,006 301,988 2,843,122
</TABLE>
Item 5. Other Information
On April 19, 1995, at the Board of
Directors meeting, the directors
appointed a Nominating and Board
Governance Committee consisting of
David F. Bellet, Laurie M. Shahon,
Malcolm L. Sherman, and Cynthia C.
Turk, all of whom are outside
directors of the Company. The
Committee was organized to
consider matters relating to the
composition and operation of the
Board of Directors and to monitor
the performance of the directors
and top management of the Company.
Item 6. Exhibits and Reports on Form
8-K
(a) Exhibits including those incorporated by reference:
10(a) First Amendment to Letter of Agreement,
dated December 31, 1994, by and between the
Registrant and NationsBank and unsecured
Promissory Note of the Registrant to
NationsBank dated February 27, 1995:
Incorporated by reference to exhibit 10(p)
in the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1994,
(File No. 0-15385) ("the 1994 Form 10-K")
10(b) Credit Agreement dated March 16,
1995 by and between the Registrant
and NationsBank (as agent) for an
unsecured $25,000,000 line of
credit facility and a $15,000,000
letter of credit facility:
Incorporated by reference to
exhibit 10(q) in the 1994 Form 10-K
11 Statement re: Computation of Per Share Losses
15 Acknowledgement of Deloitte & Touche LLP,
Independent Accountants
27 Financial Data Schedule
(electronic filing only)
(b) The Company was not required to file any
report on Form 8-K for the quarter ended
April 1, 1995.
SIGNATURES Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto
duly authorized.
ONE PRICE CLOTHING STORES, INC. (Registrant)
<TABLE>
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Date: May 3, 1995 /s/ Henry D. Jacobs, Jr.
Henry D. Jacobs, Jr.
Chairman and Chief Executive Officer
(principal executive officer)
Date: May 3, 1995 /s/ Ethan S. Shapiro
Ethan S. Shapiro
President and Chief Operating
Officer
Date: May 3, 1995 /s/ Stephen A. Feldman
Stephen A. Feldman
Chief Financial Officer and
Treasurer
(principal accounting officer)
</TABLE>
EXHIBIT 11 -- Statement Re: Computation of Per Share Losses
<TABLE>
<S> <C> <C>
Three Month Period Ended
April 1, April 2,
1995 1994
PRIMARY
Average shares outstanding 10,307,457 10,240,872
Net effect of dilutive stock options - based
on the treasury stock method using the
average market price -- 267,960
TOTAL 10,307,457 10,508,832
Net loss $(5,084,000) $ (872,000)
Net loss per share $ (0.49) $ (0.08)
FULLY DILUTED
Average shares outstanding 10,307,457 10,240,872
Net effect of dilutive stock options --based
on the treasury stock method using the
greater of ending or average market price -- 288,942
TOTAL 10,307,457 10,529,814
Net loss $(5,084,000) $ (872,000)
Net loss per share $ (0.49) $ (0.08)
</TABLE>
ONE PRICE CLOTHING STORES, INC. AND
SUBSIDIARY
EXHIBIT 15 -- ACKNOWLEDGEMENT OF DELOITTE
& TOUCHE LLP, INDEPENDENT ACCOUNTANTS
One Price Clothing Stores, Inc.:
We have made a review, in accordance with
standards established by the American
Institute of Certified Public Accountants,
of the unaudited interim condensed
consolidated financial information of One
Price Clothing Stores, Inc. and subsidiary
for the three-month periods ended April 1,
1995 and April 2, 1994, as indicated in
our report dated April 14, 1995; because
we did not perform an audit, we expressed
no opinion on that information.
We are aware that our report referred to
above, which is included in your Quarterly
Report on Form 10-Q for the quarter ended
April 1, 1995, is incorporated by
reference in Registration Statements No.
33-20529, 33-31623, and 33-48091 on Form
S-8 pertaining to the 1987 Stock Option
Plan, the 1988 Stock Option Plan, and the
1991 Stock Option Plan, respectively, of
One Price Clothing Stores, Inc.
We also are aware that the above mentioned
report, pursuant to Rule 436(c) under the
Securities Act of 1933, is not considered
a part of the Registration Statement
prepared or certified by an accountant or
a report prepared or certified by an
accountant within the meaning of Sections
7 and 11 of that Act.
DELOITTE & TOUCHE LLP
Greenville, South Carolina
May 1, 1995
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