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 September 30, 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)
<TABLE>
<S> <C> <C>
DELAWARE 57-0779028
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Highway 290, Commerce Park
1875 East Main Street
Duncan, South Carolina 29334
(Address of principle executive offices) (Zip Code)
</TABLE>
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 November
6, 1995 was 10,317,031.
<PAGE>
INDEX
ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARY
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets -- September 30, 1995, December
31, 1994 and October 1, 1994
Condensed consolidated statements of operations -- Three-month and
nine-month periods ended September 30, 1995 and October 1, 1994
Condensed consolidated statements of cash flows -- Nine-month periods
ended September 30, 1995 and October 1, 1994
Notes to unaudited condensed consolidated financial statements --
September 30, 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
<PAGE>
PART I. FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
One Price Clothing Stores, Inc. and Subsidiary
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September 30, December 31, October 1,
1995 1994 1994
(Unaudited) (1) (Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents ....................................... $ 2,272,000 $ 362,000 $ 123,000
Merchandise inventories ......................................... 36,111,000 26,337,000 33,472,000
Deferred income taxes ........................................... 2,267,000 1,709,000 1,707,000
Other current assets -- Note B .................................. 4,199,000 2,844,000 3,029,000
Prepaid Federal and state income taxes .......................... 1,352,000 -- 693,000
TOTAL CURRENT ASSETS ...................................... 46,201,000 31,252,000 39,024,000
PROPERTY & EQUIPMENT, at cost .................................... 56,666,000 48,996,000 45,921,000
Less accumulated depreciation ................................... 16,308,000 13,606,000 12,948,000
40,358,000 35,390,000 32,973,000
OTHER ASSETS ..................................................... 1,796,000 1,288,000 1,445,000
$88,355,000 $67,930,000 $73,442,000
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable ................................................ $ 12,206,000 $ 6,470,000$ 8,970,000
Note payable .................................................... 10,473,000 -- 5,457,000
Current portion of long-term debt -- Note C ..................... 2,000,000 -- --
Sundry liabilities .............................................. 6,400,000 6,565,000 5,225,000
TOTAL CURRENT LIABILITIES ................................. 31,079,000 13,035,000 19,652,000
DEFERRED INCOME TAXES
& OTHER LIABILITIES .......................................... 2,046,000 1,821,000 1,825,000
LONG TERM DEBT -- Note C ......................................... 4,000,000 -- --
SHAREHOLDERS' EQUITY -- Note D
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 10,317,031,
10,305,256 and 10,304,806 shares ............................ 103,000 103,000 103,000
Additional paid-in capital ...................................... 10,954,000 10,891,000 10,886,000
Retained earnings ............................................... 40,173,000 42,080,000 40,976,000
51,230,000 53,074,000 51,965,000
$88,355,000 $67,930,000 $73,442,000
</TABLE>
(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
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Three-Month Period Ended Nine-Month Period Ended
September 30, October 1, September 30, October 1,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
NET SALES $ 74,307,000 $ 65,877,000 $ 215,593,000 $ 204,450,000
Cost of sales 44,666,000 42,141,000 128,698,000 123,087,000
GROSS MARGIN 29,641,000 23,736,000 86,895,000 81,363,000
Selling, general and
administrative expenses 23,836,000 20,539,000 67,798,000 58,945,000
Store rent and related expenses 6,272,000 5,236,000 18,354,000 14,578,000
Depreciation and
amortization expense 1,120,000 930,000 3,109,000 2,544,000
Interest expense 315,000 24,000 825,000 55,000
31,543,000 26,729,000 90,086,000 76,122,000
Interest income 12,000 26,000 36,000 76,000
NET EXPENSES 31,531,000 26,703,000 90,050,000 76,046,000
(LOSS) INCOME BEFORE INCOME
TAXES (1,890,000) (2,967,000) (3,155,000) 5,317,000
(Benefit from) provision for
income taxes (755,000) (1,132,000) (1,248,000) 2,032,000
NET (LOSS) INCOME $ (1,135,000) $ (1,835,000) $ (1,907,000) $ 3,285,000
Net (loss) income per common
share -- Note D $ (0.11) $ (0.17) $ (0.18) $ 0.31
Weighted average common
shares outstanding --
Note D 10,313,916 10,541,503 10,311,045 10,555,330
</TABLE>
See notes to unaudited condensed consolidated financial statements
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
One Price Clothing Stores, Inc. and Subsidiary
<TABLE>
Nine-Month Period Ended
September 30, October 1,
1995 1994
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OPERATING ACTIVITIES:
Net (loss) income $ (1,907,000) $ 3,285,000
Adjustments to reconcile net (loss) income to net
cash used in operating activities:
Depreciation and amortization 3,109,000 2,544,000
(Increase) decrease in other noncurrent assets (103,000) 86,000
Deferred income taxes (300,000) (149,000)
Loss on disposal of property and equipment 470,000 358,000
Changes in operating assets and liabilities (5,609,000) (12,311,000)
NET CASH USED IN OPERATING ACTIVITIES (4,340,000) (6,187,000)
INVESTING ACTIVITIES:
Purchases of property and equipment (8,511,000) (8,220,000)
Purchases in anticipation of sale/leaseback arrangements (2,245,000) --
Proceeds from sale/leaseback arrangements 944,000 --
Purchases of other noncurrent assets (441,000) (292,000)
NET CASH USED IN INVESTING ACTIVITIES (10,253,000) (8,512,000)
FINANCING ACTIVITIES:
Net borrowings from line of credit 10,473,000 5,457,000
Proceeds from issuance of long-term debt 6,000,000 --
Decrease in other noncurrent liabilities (33,000) (29,000)
Proceeds from exercise of Common Stock options 63,000 854,000
NET CASH PROVIDED BY FINANCING ACTIVITIES 16,503,000 6,282,000
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 1,910,000 (8,417,000)
Cash and cash equivalents at beginning of period 362,000 8,540,000
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,272,000 $ 123,000
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $ 299,000 $ 5,133,000
Interest paid 797,000 49,000
</TABLE>
See notes to unaudited condensed consolidated financial statements
<PAGE>
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
One Price Clothing Stores, Inc. and Subsidiary
September 30, 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
and nine-month periods ended September 30, 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 -- SALE / LEASEBACK TRANSACTIONS
All costs of acquisition and construction of property and equipment which the
Company intends to sell and lease back within one year are accumulated in
current assets until such property and equipment is sold.
<PAGE>
NOTE C -- CREDIT FACILITIES
Effective June 30, 1995, the Company's credit facility agreement was amended to
convert the $25,000,000 line of credit facility to a $19,000,000 line of credit
and a $6,000,000 term loan facility. Borrowings against these amended credit
facilities are secured by the land, building and improvements at the Corporate
Office and Distribution Center. Under the amended agreement, borrowings against
the line of credit 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 term loan bears interest,
payable quarterly, at the Company's option of the Base Rate, as defined above,
plus 1.0% or the adjusted LIBOR rate plus 2.50%. The principal balance on the
term loan is payable in 12 consecutive quarterly installments of $500,000 each
commencing December 31, 1995. The amended credit facilities contain certain
covenants which, among other things, restrict or limit the ability of the
Company to incur indebtness, or encumber or dispose of assets, requires the
Company to reduce the outstanding balance on the line of credit to zero for at
least thirty consecutive days during the term of the agreement and limits
capital expenditures. 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 September 30, 1995.
NOTE D -- EARNINGS PER SHARE
Earnings per share are computed based upon the weighted average number of common
and common equivalent shares outstanding. Common equivalent shares are
represented by shares under option.
NOTE E -- COMMITMENTS AND CONTINGENCIES
Two lawsuits filed by shareholders in September 1994 making certain securities
and common law allegations and seeking unspecified damages against the Company
and its Chairman and Chief Executive Officer were dismissed by the court on July
10, 1995. The dismissal was not appealed and the lawsuits are ended.
<PAGE>
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 September 30,
1995 and October 1, 1994, the related condensed consolidated statements of
operations for the three-month and nine-month periods then ended, and the
related condensed consolidated statements of cash flows for the nine-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 review, 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 consolidated 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
October 16, 1995
<PAGE>
September 30, 1995
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
Net sales for the third quarter ended September 30, 1995 increased approximately
13% to $74,307,000 from $65,877,000 for the same quarter ended October 1, 1994.
Net sales for the nine-month period ended September 30, 1995 increased 5% to
$215,593,000 compared to $204,450,000 for the same period last year. Comparable
store sales decreased 4% for the quarter and decreased 13% year-to-date compared
to the same periods last year. The Company considers stores that are 18 months
or older as comparable, and there were 513 such stores at September 30, 1995.
Management believes that sales during the first nine months of fiscal 1995
reflect the ongoing softness in the women's apparel market. Sales thus far in
the fourth quarter continue to reflect these weakened market conditions.
Eleven new stores were opened during the third quarter of fiscal 1995 and seven
under- performing stores were closed. For the nine-month period ended September
30, 1995, the Company opened 66 new stores and closed 23 underperforming stores.
At September 30, 1995, the Company operated 684 stores in a total of 28 states
and Puerto Rico. The Company anticipates opening a net of approximately 60
stores during fiscal 1995 which should bring the total number of stores to
approximately 700 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 the 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 net sales, are typically
higher.
Gross margin increased to 39.9% of net sales in the third quarter of fiscal 1995
as compared to 36.0% of net sales for the comparable quarter ended October 1,
1994. Gross margin increased to 40.3% of net sales for the nine-month period
ended September 30, 1995 from 39.8% of net sales for the same period last year.
The increase in gross margin as a percentage of net sales for the third quarter
was primarily the result of improved initial markups and a slight decrease in
markdowns. This net decrease in markdowns in the third quarter of 1995 was due,
in part, to taking certain markdowns planned for July (third quarter) in June
(second quarter) and the additional markdowns required in 1994's comparable
quarter to clear slow-moving inventory. The increase in gross margin for the
nine-month period ending September 30, 1995 was due primarily to the increase in
initial markups while markdowns were relatively flat compared to last year.
Selling, general and administrative expenses increased as a percentage of net
sales to 32.1% in the third quarter of fiscal 1995 from 31.2% in the same period
of fiscal 1994. For the first nine months of fiscal 1995 selling, general and
administrative expenses increased to 31.4% of net sales from 28.8% of net sales
for the comparable period of fiscal 1994. These increases in selling, general
and administrative expenses expressed as a percentage of net sales are
principally due to the lower average store sales volumes experienced in the
third quarter and nine-month periods ended September 30, 1995 compared to the
same periods last year. Average per store selling, general and administrative
expenses have remained relatively stable compared to last year. The Company's
total selling, general and administrative expenses per average store in the
third quarter ended September 30, 1995 increased approximately 1% compared to
the same period last year and, such expenses per average store for the
nine-month period ended September 30, 1995, decreased approximately 2% compared
to the same period last year.
Store rent expense increased as a percentage of net sales to 8.4% in the third
quarter of fiscal 1995 from 7.9% in the same period of fiscal 1994. For the
first nine months of fiscal 1995, store rent expense increased to 8.5% of net
sales compared to 7.1% of net sales for the comparable period of fiscal 1994.
Lower sales volumes during such periods increased rent expense when expressed as
a percentage of net sales. Rent expense per average store in dollars for the
third quarter and nine-month periods ended September 30, 1995 increased 4% and
7%, respectively, compared to the same periods of fiscal 1994. The increases in
average store rent are due to the impact of entering into leases in larger, more
costly urban and metropolitan markets, closing older underperforming stores
which had lower average costs, and increases in lessor operating costs and
property taxes which are passed on to the Company.
Depreciation and amortization expense increased slightly to 1.5% of net sales
for the third quarter of 1995 compared to 1.4% for the same period in fiscal
1994, and increased to 1.4% of net sales for the nine-month period ended
September 30, 1995 compared to 1.2% for the same period in fiscal 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%. 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 Jobs Tax Credit
program and an increase in the effective state income tax rate.
Liquidity and Capital Resources
During the first nine months of fiscal 1995, operating activities used a net of
$4,340,000 compared to $6,187,000 used during the first nine months of fiscal
1994. During both periods, this use of cash was primarily the result of the net
change in operating assets and liabilities which included an increase in
merchandise inventories and a decrease in federal and state income taxes payable
which were partially offset by an increase in accounts payable.
<PAGE>
Total inventories at the end of the third quarter of fiscal 1995 and 1994 were
$36,111,000 and $33,472,000, respectively. Total inventories at December 31,
1994 were $26,337,000. The level of inventories are 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 $53,000 at the end of the third quarter of fiscal 1995
compared to $55,000 at the end of the third quarter of fiscal 1994, a 4%
decrease. This decrease in average per store inventories resulted from
management's efforts to adjust inventory levels in response to sales trends. The
average inventory per store was approximately $41,000 at December 31, 1994.
Typically, the average inventory per store is at its lowest level at the end of
the Company's fiscal year.
The total of accounts payable and the note payable under the Company's line of
credit at the end of the third quarter of fiscal 1995 and 1994, were $22,679,000
and $14,427,000, respectively. In comparison, the total of accounts payable at
December 31, 1994 was $6,470,000 and no amount was outstanding under the
Company's available line of credit. The level of accounts payable and the note
payable is subject to fluctuations because of seasonality, the Company's
opportunistic buying strategy and prevailing business conditions. The increase
in the accounts payable and the note payable is also due to funding new stores
construction, the Distribution Center expansion and the operating loss for the
first nine months of fiscal 1995, as well as the decrease in cash and cash
equivalents available at December 31, 1994 compared to January 1, 1994.
During the first nine months of fiscal 1995, a net of $10,253,000 was used in
investing activities- primarily to purchase property and equipment and to make
purchases in anticipation of sale / leaseback arrangements. The property and
equipment purchases consisted principally of leasehold improvements and
equipment for the sixty-six new stores opened during the period and costs
associated with the expansion of the Distribution Center. The purchases
associated with the sale / leaseback arrangements were for Distribution Center
equipment. In fiscal 1995, the Company plans to spend approximately $10 million
(net of sale / leaseback proceeds) on capital expenditures.
During the first nine months of fiscal 1994, a net of $8,512,000 was used in
investing activities, primarily to purchase leasehold improvements and equipment
for ninety-four new stores opened during the period and costs associated with
the expansion of the Distribution Center.
The exercise of Common Stock options pursuant to the Company's stock option
plans provided cash of $63,000 in the first nine months of fiscal 1995 compared
to $854,000 in the first nine months of fiscal 1994.
The Company executed an agreement in March 1995 with its bank that provided for
a $25,000,000 line of credit and a $15,000,000 letter of credit facility
expiring May 31, 1996. This agreement replaced the Company's $20,000,000 line of
credit and $10,000,000 letter of credit facility with that bank. Effective June
30, 1995, the agreement was amended to convert the $25,000,000 line of credit to
a $19,000,000 line of credit and a $6,000,000 term loan facility. Borrowings
against these amended credit facilities are secured by the land, building and
improvements at the Corporate Office and Distribution Center. Under the amended
agreement, borrowings against the line of credit bear interest at the Company's
option of a Base Rate (defined as the higher of the Agent Bank's prime interest
rate or the Federal Funds rate plus 0.50%) or the adjusted LIBOR rate plus
1.50%. The term loan bears interest, payable quarterly, at the Company's option
of the Base Rate, as defined above, plus 1.0% or the adjusted LIBOR rate plus
2.50%. The principal balance on the term loan is payable in 12 consecutive
quarterly installments of $500,000 each commencing December 31, 1995. The
amended 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, requires the Company to reduce the outstanding balance on
the line of credit to zero for at least thirty consecutive days during the term
of the agreement and limits capital expenditures. 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 September 30, 1995.
At September 30, 1995, the Company had $6,000,000 outstanding under the term
loan and $10,473,000 was outstanding under the line of credit compared to
$5,457,000 at the end of the same period of fiscal 1994. The maximum amounts
outstanding under the line of credit during the third quarters of fiscal 1995
and 1994, respectively, were $11,219,000 and $5,726,000. The average amounts
outstanding under the line of credit were $8,615,000 during the third quarter of
fiscal 1995 and $748,000 during the third quarter of fiscal 1994. The weighted
average interest rates were 8.1% and 7.8% for the third quarters of fiscal 1995
and 1994, respectively.
During the first nine months of fiscal 1995 and 1994, respectively, the maximum
amounts outstanding under the line of credit were $20,689,000 (incurred prior to
the June 30, 1995 restructuring of the credit facilities) and $5,726,000. The
average amounts outstanding under the line of credit were $12,666,000 during the
first nine months of fiscal 1995 and $477,000 during the first nine months of
fiscal 1994. The weighted average interest rates were 8.2% and 6.7 % for the
first nine months of fiscal 1995 and 1994, respectively.
The Company had outstanding letters of credit totaling approximately $12,517,000
at September 30, 1995. Letters of credit are used primarily to purchase
merchandise from foreign suppliers. All such purchases are paid for 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 for fiscal 1995 should be satisfied by its cash flows from
operations and through the use of its available line of credit, long-term debt,
capital leases and operating leases.
<PAGE>
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 was filed. The lawsuits, which
sought certification as class actions, alleged 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, which
were sought to be consolidated, were Leonard Pitten, Katherine Hogan and Anthony
J. Mallozzi. The Company moved to dismiss the lawsuits and, on July 10, 1995,
such lawsuits were dismissed by the court. On August 7, 1995, the deadline
expired for the plaintiffs to appeal the dismissal, and the lawsuits are
permanently ended.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are included herein:
11 Computation of Per Share Earnings
15 Acknowledgement of Deloitte & Touche LLP,
Independent Accountants
27 Financial Data Schedule (electronic filing only)
(b) On August 11, 1995, the Company filed a report on Form 8-K dated
August 7, 1995 to report the dismissal of legal proceedings
discussed in Item 1. above.
The Company was not required to file any other report on Form 8-K
for the quarter ended September 30, 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)
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Date: November 9, 1995 /s/ Henry D. Jacobs, Jr.
Henry D. Jacobs, Jr.
Chairman and Chief Executive Officer
(principal executive officer)
Date: November 9, 1995 /s/ Ethan S. Shapiro
Ethan S. Shapiro
President and Chief Operating Officer
Date: November 9, 1995 /s/ Stephen A. Feldman
Stephen A. Feldman
Chief Financial Officer and Treasurer
principal financial officer)
</TABLE>
EXHIBIT 11 -- Statement Re: Computation of Per Share Earnings
<TABLE>
Three-Month Period Ended Nine-Month Period Ended
September 30, October 1, September 30, October 1,
1995 1994 1995 1994
PRIMARY (LOSS) INCOME PER
COMMON SHARE
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Weighted average number
of common shares outstanding 10,313,916 10,301,141 10,311,045 10,281,942
Net effect of dilutive stock
options - based on the
treasury stock method using
the average market price -- 240,362 -- 273,388
TOTAL 10,313,916 10,541,503 10,311,045 10,555,330
Net (loss) income $ (1,135,000) $ (1,835,000) $ (1,907,000) $ 3,285,000
Net (loss) income per
common share $ (0.11) $ (0.17) $ (0.18) $ 0 .31
FULLY DILUTED (LOSS) INCOME PER
COMMON SHARE
Weighted average number
of common shares outstanding 10,313,916 10,301,141 10,311,045 10,281,942
Net effect of dilutive stock options -
based on the treasury stock method
using the greater of ending or
average market price -- 240,486 -- 274,304
TOTAL 10,313,916 10,541,627 10,311,045 10,556,246
Net (loss) income $ (1,135,000) $ (1,835,000) $ (1,907,000) $ 3,285,000
Net (loss) income per common share $ (0.11) $ (0.17) $ (0.18) $ 0.31
</TABLE>
<PAGE>
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 and nine-month periods ended September 30, 1995
and October 1, 1994, as indicated in our report dated October 16, 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 September 30, 1995, is
incorporated by reference in Registration Statements No. 33-20529, 33-31623,
33-48091, and 33-61803 on Form S-8 pertaining to the 1987 Stock Option Plan, the
1988 Stock Option Plan, the 1991 Stock Option Plan, and the Director 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 Section 7 and 11 of that Act.
DELOITTE & TOUCHE LLP
Greenville, South Carolina
November 7, 1995
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