United States
Securities
and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the quarterly period ended March 31, 2003 |
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or |
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the transition period from to |
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Commission file number 0-21196 |
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MOTHERS WORK, INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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13-3045573 |
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(State or other jurisdiction of |
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(I.R.S. Employer Identification No.) |
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456 North 5th Street, Philadelphia, Pennsylvania |
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19123 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code (215) 873-2200 |
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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 ý No o
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock, $.01 par value — 5,256,884 shares outstanding as of May 13, 2003
MOTHERS
WORK, INC. AND SUBSIDIARIES
INDEX
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1 |
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1 |
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1 |
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2 |
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3 |
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4 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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12 |
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18 |
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19 |
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20 |
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20 |
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20 |
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21 |
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22 |
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23 |
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MOTHERS
WORK, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except
share and per share amounts)
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March 31, 2003 |
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September 30, 2002 |
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(unaudited) |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
16,746 |
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$ |
14,759 |
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Trade receivables |
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5,413 |
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4,839 |
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Inventories |
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75,664 |
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76,830 |
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Deferred income taxes |
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6,556 |
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8,888 |
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Prepaid expenses and other current assets |
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7,161 |
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5,126 |
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Total current assets |
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111,540 |
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110,442 |
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Property, Plant and Equipment, net |
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53,858 |
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50,460 |
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Assets Held for Sale |
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1,200 |
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1,200 |
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Other Assets: |
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Goodwill |
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52,677 |
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52,677 |
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Deferred financing costs, net of accumulated amortization of $649 and $465 |
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4,283 |
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4,467 |
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Other intangible assets, net of accumulated amortization of $2,380 and $2,249 |
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1,224 |
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1,199 |
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Deferred income taxes |
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11,831 |
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11,831 |
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Other non-current assets |
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992 |
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1,009 |
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Total other assets |
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71,007 |
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71,183 |
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$ |
237,605 |
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$ |
233,285 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current Liabilities: |
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Line of credit borrowings |
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$ |
— |
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$ |
— |
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Current portion of long-term debt |
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269 |
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369 |
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Accounts payable |
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22,509 |
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20,110 |
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Accrued expenses and other current liabilities |
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29,137 |
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32,045 |
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Total current liabilities |
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51,915 |
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52,524 |
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Long-Term Debt |
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127,904 |
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127,913 |
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Deferred Rent and Other Liabilities |
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5,559 |
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5,343 |
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Series C Cumulative Redeemable Preferred Stock |
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— |
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— |
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Total liabilities |
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185,378 |
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185,780 |
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Commitments and Contingencies (Note 3) |
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Stockholders’ Equity: |
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Preferred Stock, 2,000,000 shares authorized |
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Series A cumulative convertible preferred stock, $.01 par value; $280.4878 stated value; 41,000 shares authorized, none outstanding |
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— |
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— |
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Series B junior participating preferred stock, $.01 par value; 300,000 shares authorized, none outstanding |
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— |
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— |
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Common stock, $.01 par value; 20,000,000 shares authorized, 5,263,138 and 5,179,901 shares issued and outstanding, respectively |
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53 |
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52 |
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Additional paid-in capital |
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64,401 |
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63,623 |
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Accumulated deficit |
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(12,227 |
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(16,170 |
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Total stockholders’ equity |
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52,227 |
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47,505 |
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$ |
237,605 |
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$ |
233,285 |
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The accompanying notes are an integral part of these consolidated financial statements.
1
MOTHERS WORK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
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Three Months Ended |
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Six Months Ended |
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2003 |
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2002 |
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2003 |
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2002 |
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Net sales |
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$ |
111,304 |
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$ |
104,865 |
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$ |
237,644 |
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$ |
219,250 |
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Cost of goods sold |
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52,324 |
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49,653 |
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112,021 |
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105,635 |
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Gross profit |
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58,980 |
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55,212 |
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