UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 29, 2000
--------------
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.
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(Exact name of registrant as specified in its charter)
Delaware 57-0779028
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 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 May 23,
2000 was 10,514,091.
<PAGE>
INDEX
ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets - April 29, 2000,
January 29, 2000 and May 1, 1999
Condensed consolidated statements of operations - Three-month
periods ended April 29, 2000 and May 1, 1999
Condensed consolidated statements of cash flows - Three-month
periods ended April 29, 2000 and May 1, 1999
Notes to unaudited condensed consolidated financial statements
- April 29, 2000
Independent accountants' report on review of interim financial
information
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
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
Item I. Financial Statements (Unaudited)
<TABLE>
<S> <C> <C> <C>
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
One Price Clothing Stores, Inc. and Subsidiaries
April 29, January 29, May 1,
2000 2000 1999
------------------ ------------------ ----------------
(1)
Assets
CURRENT ASSETS
Cash and cash equivalents $ 1,823,000 $ 2,538,000 $ 3,643,000
Merchandise inventories 61,755,000 44,125,000 58,267,000
Deferred income taxes 1,669,000 1,626,000 1,188,000
Other current assets 8,084,000 8,775,000 6,003,000
------------------ ------------------ ----------------
TOTAL CURRENT ASSETS 73,331,000 57,064,000 69,101,000
------------------ ------------------ ----------------
PROPERTY AND EQUIPMENT, at cost 69,501,000 67,009,000 62,392,000
Less accumulated depreciation 33,939,000 32,854,000 29,812,000
------------------ ------------------ ----------------
35,562,000 34,155,000 32,580,000
------------------ ------------------ ----------------
OTHER ASSETS 5,067,000 4,736,000 4,146,000
------------------ ------------------ ----------------
$ 113,960,000 $ 95,955,000 $ 105,827,000
================== ================== ================
Liabilities and Shareholders' Equity
CURRENT LIABILITIES
Accounts payable $ 33,599,000 $ 23,390,000 $ 29,764,000
Current portion of long-term debt and revolving credit
facility 16,409,000 11,352,000 15,453,000
Sundry liabilities 6,952,000 6,179,000 9,496,000
------------------ ------------------ ----------------
TOTAL CURRENT LIABILITIES 56,960,000 40,921,000 54,713,000
------------------ ------------------ ----------------
LONG-TERM DEBT 7,387,000 7,582,000 7,712,000
------------------ ------------------ ----------------
OTHER NONCURRENT LIABILITIES 2,868,000 2,851,000 2,877,000
------------------ ------------------ ----------------
SHAREHOLDERS' EQUITY
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
10,499,091, 10,489,091, and 10,444,131, respectively 105,000 105,000 104,000
Additional paid-in capital 11,640,000 11,625,000 11,474,000
Retained earnings 35,038,000 32,922,000 28,947,000
Less: unearned compensation - restricted stock awards (38,000) (51,000) --
------------------ ------------------ ----------------
46,745,000 44,601,000 40,525,000
------------------ ------------------ ----------------
$ 113,960,000 $ 95,955,000 $ 105,827,000
================== ================== ================
</TABLE>
(1) Derived from audited financial statements.
See notes to unaudited condensed consolidated financial statements
<PAGE>
<TABLE>
<S> <C> <C>
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
One Price Clothing Stores, Inc. and Subsidiaries
Three-Month Period Ended
-------------------------------
April 29, May 1,
2000 1999
-------------- ---------------
NET SALES $ 88,744,000 $ 87,113,000
Cost of goods sold 55,534,000 54,663,000
-------------- ---------------
GROSS MARGIN 33,210,000 32,450,000
-------------- ---------------
Selling, general and administrative expenses 20,109,000 19,285,000
Store rent and related expenses 7,553,000 6,655,000
Depreciation and amortization expense 1,577,000 1,325,000
Interest expense 542,000 512,000
-------------- ---------------
29,781,000 27,777,000
-------------- ---------------
INCOME BEFORE INCOME TAXES 3,429,000 4,673,000
Provision for income taxes 1,313,000 1,574,000
-------------- ---------------
NET INCOME $ 2,116,000 $ 3,099,000
============== ===============
Net income per common share - basic $ 0.20 $ 0.30
============== ===============
Net income per common share - diluted $ 0.20 $ 0.29
============== ===============
Weighted average number of common shares
outstanding -- basic 10,492,717 10,440,890
============== ===============
Weighted average number of common shares
outstanding -- diluted 10,546,907 10,639,389
============== ===============
</TABLE>
See notes to unaudited condensed consolidated financial statements
<PAGE>
<TABLE>
<S> <C> <C>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
One Price Clothing Stores, Inc. and Subsidiaries
Three-Month Period Ended
--------------------------------------
April 29, May 1,
2000 1999
------------------ -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,116,000 $ 3,099,000
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization 1,577,000 1,325,000
Provision for supplemental post-retirement benefits 17,000 15,000
Provision for compensation - restricted stock awards 28,000 --
Increase in other noncurrent assets (186,000) (12,000)
Increase in other noncurrent liabilities 80,000 18,000
Deferred income taxes (149,000) (420,000)
Loss on disposal of property and equipment 98,000 116,000
Changes in operating assets and liabilities (6,086,000) (5,460,000)
------------------ -----------------
NET CASH USED IN OPERATING ACTIVITIES (2,505,000) (1,319,000)
------------------ -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (2,870,000) (540,000)
Proceeds from sale of property and equipment 147,000 --
Purchases of other noncurrent assets (192,000) (207,000)
------------------ -----------------
NET CASH USED IN INVESTING ACTIVITIES (2,915,000) (747,000)
------------------ -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings from revolving credit facility 5,051,000 3,454,000
Repayment of long-term debt (188,000) (41,000)
Debt financing costs incurred (15,000) (50,000)
Payment of capital lease obligations (108,000) (69,000)
Decrease in amount due to related parties (35,000) (12,000)
Proceeds from exercise of common stock options -- 9,000
------------------ -----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 4,705,000 3,291,000
------------------ -----------------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (715,000) 1,225,000
Cash and cash equivalents at beginning of period 2,538,000 2,418,000
------------------ -----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,823,000 $ 3,643,000
================== =================
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 656,000 $ 475,000
Income taxes paid 46,000 88,000
Noncash financing activity - capital leases 199,000 --
Issuance of restricted stock awards 16,000 --
</TABLE>
See notes to unaudited condensed consolidated financial statements
<PAGE>
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
One Price Clothing Stores, Inc. and Subsidiaries
April 29, 2000
NOTE A - BASIS OF PRESENTATION AND CERTAIN ACCOUNTING POLICIES
Basis of Presentation
The accompanying condensed consolidated financial statements are unaudited and
include the accounts of One Price Clothing Stores, Inc. and its subsidiaries,
all of which are wholly-owned (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's gross profit is calculated on a current
quarterly basis by its inventory management system. Inventories are stated at
the lower of cost (using the first-in, first-out (FIFO) retail method) or
market.
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 29, 2000 are not necessarily indicative of the results that
may be expected for the year ending February 3, 2001. 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 January 29, 2000.
The Company's sales and operating results are seasonal. Sales and operating
results have been the highest in the first quarter (February - April) and second
quarter (May - July) and lowest in the third quarter (August - October) and
fourth quarter (November - January).
Segments and Related Information
The Company operates in only one industry segment: Retail sales of apparel and
accessories to the general public.
<PAGE>
NOTE B - EARNINGS PER SHARE
Basic earnings per share are computed based upon the weighted average number of
common shares outstanding. Diluted earnings per share are computed based upon
the weighted average number of common and common equivalent shares outstanding.
Common equivalent shares consist solely of shares under option. A reconciliation
of basic and diluted weighted average shares outstanding is presented below:
<TABLE>
<S> <C> <C>
Three-Month Period Ended
-----------------------------------
April 29, May 1,
2000 1999
--------------- ----------------
Weighted average number of common
shares outstanding - basic 10,492,717 10,440,890
Net effect of dilutive stock options - based
on the treasury stock method using the
average market price 54,190 198,499
--------------- ----------------
Weighted average number of common
shares outstanding - diluted 10,546,907 10,639,389
============== ================
</TABLE>
NOTE C - CREDIT FACILITIES
The Company has a revolving credit facility of up to $37,500,000 (including a
letter of credit sub-facility of up to $25,000,000) with its primary lender
through March 2001. Borrowings under the credit agreement with the primary
lender are collateralized by all assets owned by the Company during the term of
the agreement (other than the land, buildings, fixtures and improvements
collateralizing the mortgage loan discussed below). Under the agreement, the
borrowings bear interest, at the Company's option (subject to certain
limitations in the agreement), at the Prime Rate plus 0.25% or the Adjusted
Eurodollar Rate, as defined, plus 2.0%. Maximum borrowings under the revolving
credit facility and utilization of the letter of credit facility are based on a
borrowing base formula determined with respect to eligible inventory as defined
in the agreement. Availability under the revolving credit facility fluctuates in
accordance with the Company's seasonal variations in inventory levels. At April
29, 2000, the Company had approximately $17.5 million of excess availability
under the borrowing base formula. The lending formula may be revised from time
to time in response to changes in the composition of the Company's inventory or
other business conditions.
The Company's revolving credit agreement contains certain covenants which, among
other things, restrict the ability of the Company to incur other indebtedness,
or encumber or dispose of assets and prohibit the Company from repurchasing its
common stock or paying dividends. The Company is required to maintain a
$5,000,000 minimum level of working capital and to maintain a minimum adjusted
net worth of $25,000,000 (both as defined in the revolving credit agreement).
The Company also has an agreement with a commercial bank to provide a separate
letter of credit facility of up to $8,000,000 which expires on the earlier of
June 2000 or termination of the Company's revolving credit facility with its
primary lender. The Company is currently in the process of renewing this letter
of credit agreement. Letters of credit issued under the agreement are
collateralized by inventories purchased using such letters of credit. The
agreement requires that the Company's working capital and minimum net worth
requirements be at the same level as that required by the Company's primary
lender under the revolving credit agreement. The agreement contains certain
restrictive covenants which are substantially the same as those within the
Company's revolving credit facility discussed above.
The Company entered into a twenty-year mortgage agreement with a commercial bank
in June 1997. The agreement, which had an original balance of $8,125,000, is
secured by the Company's real property located at its corporate offices
including land, buildings, fixtures and improvements. The mortgage loan, which
had a balance of $7,567,000 at April 29, 2000, is payable in 240 consecutive
equal monthly installments (including interest at the rate of 9.125% per annum)
through July 2017. Certain fees may be payable by the Company if the mortgage
loan is repaid prior to June 2014.
NOTE D - EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") 133, "Accounting for Derivative Instruments and
Hedging Activities," which, as amended, is effective for years beginning after
June 15, 2000. This new standard requires recognition of all derivatives,
including certain derivative instruments embedded in other contracts, as either
assets or liabilities in the statement of financial position and measurement of
those instruments at fair value. The Company is in the process of reviewing the
effect, if any, that SFAS 133 will have on the Company's consolidated financial
statements and disclosures.
<PAGE>
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
To the Board of Directors and Shareholders of
One Price Clothing Stores, Inc.
Duncan, South Carolina
We have reviewed the accompanying condensed consolidated balance sheets of One
Price Clothing Stores, Inc. and subsidiaries (the "Company") as of April 29,
2000 and May 1, 1999, and the related condensed consolidated statements of
operations and cash flows for the three-month periods then ended. These
financial statements are the responsibility of the Company's management.
We conducted our reviews 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 making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, 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 accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of the
Company as of January 29, 2000, and the related consolidated statements of
operations, shareholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated March 7, 2000, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance
sheet as of January 29, 2000 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
May 15, 2000
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Net sales for the three-month period ended April 29, 2000 increased 1.9% to
$88,744,000 compared to $87,113,000 for the same time period in 1999. The
increase in year-over-year net sales resulted from operating an average of 23
more stores than in the same period last year and was partially offset by a
comparable store sales decrease of 3.5%. The decrease in comparable store sales
for the first quarter of fiscal 2000 resulted from unseasonably cool weather in
most of the Company's markets during April 2000. We consider stores that have
been open 18 months or more to be comparable, and there were 601 such stores at
April 29, 2000.
During the first quarter of fiscal 2000, we opened 19 stores and expanded four
of our top-performing stores. In addition, we relocated one store and closed
three under-performing stores. At April 29, 2000, we operated 652 stores, 33
greater than at quarter-end last year. The stores are located in 29 states, the
District of Columbia, Puerto Rico and the U.S. Virgin Islands.
Gross margin as a percentage of net sales remained essentially unchanged at
37.4% in the first quarter of fiscal 2000 compared to 37.3% of net sales in the
first quarter of fiscal 1999.
Selling, general and administrative ("SG&A") expenses were 22.7% of net sales in
the first quarter of fiscal 2000 compared to 22.1% of net sales in the first
quarter of fiscal 1999. SG&A expenses were higher as a percentage of net sales
primarily as a result of the decrease in comparable store sales year-over-year.
In the first quarter of fiscal 2000, SG&A increased in dollars compared to the
same time period in fiscal 1999 due primarily to increased payroll expense in
the stores and other store expenses associated with operating, on average, more
stores year-over-year. Payroll expense in the stores increased due to a
year-over-year increase in the average hourly wage rate which was slightly
offset by a decrease in average store hours.
Store rent and related expenses per average store increased 9.4% in the first
quarter of fiscal 2000 compared to the same period last year. The increase in
average store rent and related expenses is primarily due to the Company's store
expansion strategy of opening larger, higher volume stores and thus entering
more costly sites with higher rents while closing older stores with lower
average rent costs. Due to the increase in average store rent, store rent and
related expenses were 8.5% of net sales in the first quarter of fiscal 2000
compared to 7.6% of net sales in the first quarter of fiscal 1999.
Depreciation and amortization expense was 1.8% of net sales in the first quarter
of fiscal 2000 compared to 1.5% of net sales in the first quarter of fiscal
1999. In the first quarter of fiscal 2000, depreciation and amortization expense
increased in dollars compared to the same time period in fiscal 1999 primarily
due to investments in new stores and software.
Interest expense was 0.6% of net sales in the first quarter of both fiscal 2000
and fiscal 1999. Year-over-year interest expense increased in dollars due to
higher average interest rates resulting from the year-over-year increase in the
Prime Rate. This year-over-year increase in interest expense was partially
offset by lower average levels of borrowings.
The Company's effective income tax rate was 38.3% in the first quarter of fiscal
2000. The effective income tax rate for the year ended January 29, 2000 was
9.4%, which was significantly less than the statutory rate due to the favorable
adjustment of the remaining deferred tax asset valuation allowance in fiscal
1999.
Outlook
During the remaining portion of fiscal 2000, we currently expect to open 31 new
stores and expand or relocate 15 existing stores as part of our plan to build
new business while maintaining our focus on improving sales in existing stores.
We also plan to continue our strategy of increasing the size of certain highly
productive stores.
The Company's sales and operating results are seasonal. Sales and operating
results have been the highest in the first quarter (February - April) and second
quarter (May - July) and lowest in the third quarter (August - October) and
fourth quarter (November - January). We continue to develop strategies to
increase sales volume in the third and fourth quarters of the fiscal year.
Average store rent and related expenses are expected to continue to increase in
fiscal 2000 and beyond due to the location and the increase in average store
square footage of stores that opened in fiscal 2000 and planned future openings,
as well as the closing of older, lower-volume stores. We will seek to leverage
these increases through improved average store sales volume.
Liquidity and Capital Resources
In the first quarter of fiscal 2000 and 1999, net cash provided by a combination
of net income and net borrowings from our revolving credit facility was
primarily used to fund the increase in inventory necessary to support the spring
selling season. In the first quarter of fiscal 2000, cash was also used to open
15 more stores than during the same period in fiscal 1999, and to expand and
remodel certain other top-performing stores and to purchase software.
Merchandise inventories at the end of the first quarter of fiscal 2000 increased
6.0% in total due to the higher year-over-year store count and increased 0.6% on
an average store basis compared to the end of the first quarter of fiscal 1999.
In preparation for the spring selling season, total merchandise inventories at
the end of the first quarter of fiscal 2000 were 36.5% higher on an average
store basis than at January 29, 2000 when inventory levels are typically lower.
The level and source of inventories are subject to fluctuations because of our
seasonal operations, opportunistic buying strategy and prevailing business
conditions.
As a result of our continued emphasis on purchasing from domestic sources, the
level of outstanding documentary letters of credit decreased to $3.1 million on
April 29, 2000 compared to $4.3 million on May 1, 1999. We currently expect to
continue to pursue purchases of merchandise from primarily domestic sources, but
will purchase merchandise from foreign sources when it is deemed to be in the
best interests of the Company.
Total accounts payable and amounts outstanding under the credit facilities,
including long-term portions thereof, increased 8.4% at the end of the first
quarter of fiscal 2000 compared to the first quarter of fiscal 1999. This
year-over-year increase was primarily the result of the year-over-year increase
in merchandise inventories and the emphasis on purchasing inventory from
domestic sources. The level of accounts payable and amounts outstanding under
the credit facilities are subject to fluctuations based on our changes in
inventory levels and rate of capital expenditures.
Our credit facilities consist of a revolving credit facility to meet short-term
liquidity needs, a mortgage loan collateralized by the Company's corporate
offices and distribution center and letter of credit facilities to accommodate
the Company's need to purchase merchandise inventories from foreign sources.
Collectively, the credit facilities contain certain financial and non-financial
covenants with which the Company was in compliance at April 29, 2000.
We have a $37,500,000 revolving credit facility (including a $25,000,000 letter
of credit sub-facility) with our primary lender through March 2001. Borrowings
under the agreement are collateralized by all assets owned by the Company during
the term of the agreement (other than land, buildings, fixtures and improvements
collateralizing the mortgage loan discussed below). Maximum borrowings under the
revolving credit facility and utilization of the letter of credit facility are
based upon a borrowing base formula determined with respect to eligible
inventory as defined in the agreement. At April 29, 2000, we had approximately
$17.5 million in excess availability under the borrowing base formula.
We have a twenty-year mortgage loan agreement with a commercial bank payable in
consecutive equal monthly installments through July 2017. At April 29, 2000, the
mortgage loan had an unpaid balance of $7,567,000. The agreement is secured by
the Company's real property located at its corporate offices including land,
buildings, fixtures and improvements.
We have an $8,000,000 letter of credit facility with a commercial bank through
the earlier of June 2000 or termination of the revolving credit facility with
the Company's primary lender. The Company is currently in the process of
renewing this letter of credit agreement. Letters of credit issued under the
agreement are collateralized by inventories purchased using such letters of
credit.
During fiscal 2000, we currently expect to spend approximately $9.0 million on
capital expenditures, most of which will be used to open new stores, expand and
relocate existing stores and invest in information technology. Our liquidity
requirements in the foreseeable future are expected to be met principally
through net cash provided by operations and the use of our credit facilities. If
we believe it to be in the best interests of the Company, additional long-term
debt, equity, capital leases or other permanent financing may be considered.
Market Risk and Risk Management Policies
We are exposed to market risk from changes in interest rates affecting our
credit arrangements, including a variable-rate revolving credit facility and a
fixed-rate mortgage loan agreement, which may adversely affect our results of
operations and cash flows. We seek to minimize our interest rate risk through
our day-to-day operating and financing activities. We do not engage in
speculative or derivative financial or trading activities.
A hypothetical 100 basis point adverse change (increase) in interest rates
relating to our revolving credit facility would have decreased pre-tax income
for the three months ended April 29, 2000 and May 1, 1999 by approximately
$32,000 and $33,000, respectively.
Effect of New Accounting Pronouncements
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") 133, "Accounting for Derivative Instruments and
Hedging Activities," which, as amended, is effective for years beginning after
June 15, 2000. This new standard requires recognition of all derivatives,
including certain derivative instruments embedded in other contracts, as either
assets or liabilities in the statement of financial position and measurement of
those instruments at fair value. The Company is in the process of reviewing the
effect, if any, that SFAS 133 will have on the Company's consolidated financial
statements and disclosures.
Private Securities Litigation Reform Act of 1995
All statements contained in this document as to future expectations and
financial results including, but not limited to, statements containing the words
"believes," "anticipates," "expects," "should," "will" and similar expressions,
should be considered forward-looking statements subject to the safe harbor
created by the Private Securities Litigation Reform Act of 1995. The Company
cautions readers of this Quarterly Report on Form 10-Q that a number of
important factors could cause the Company's actual results in fiscal 2000 and
beyond to differ materially from those expressed in such forward-looking
statements. These factors include, but are not limited to, general economic
conditions, including the possibility of a slowdown in consumer demand arising
from an increase in interest rates and other economic factors; consumer
preferences; weather patterns; competitive factors; pricing and promotional
activities of competitors; the impact of excess retail capacity and the
availability of desirable store locations on suitable terms; whether or not
offering for sale new categories of merchandise including, but not limited to,
menswear, will increase sales and operating results; the availability, selection
and purchasing of attractive merchandise on favorable terms; credit
availability, including adequate levels of credit support provided to certain of
the Company's vendors by factors and insurance companies; import risks,
including potential disruptions and duties, tariffs and quotas on imported
merchandise; regulatory matters, including legislation affecting wage rates; and
other factors described in the Company's filings with the Securities and
Exchange Commission from time to time. The Company does not undertake to
publicly update or revise its forward-looking statements even if experience or
future changes make it clear that any projected results expressed or implied
therein will not be realized.
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See required information contained within Item 2 of this Form
10-Q.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
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) Exhibits
15 Acknowledgement of Deloitte & Touche LLP, independent
accountants
27 Financial Data Schedule (electronic filing only)
(b) Reports on Form 8-K
The Company was not required to, and did not, file any report
on Form 8-K for the three-month period ended April 29, 2000.
--------------------------------
<PAGE>
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)
Date: June 6, 2000 /s/ Larry I. Kelley
--------------------
Larry I. Kelley
President and Chief Executive Officer
(principal executive officer)
Date: June 6, 2000 /s/ H. Dane Reynolds
---------------------
H. Dane Reynolds
Senior Vice President and Chief Financial Officer
(principal financial officer and principal
accounting officer)
