-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UkUxe2Np5+X1Oh1J3yPrm/eegHtt+i4SwP9ebD7OwXczgbUkQhH58+buggtm+CwV oXPIVqBVohmhecX62mMYxA== /in/edgar/work/0000804125-00-500002/0000804125-00-500002.txt : 20001130 0000804125-00-500002.hdr.sgml : 20001130 ACCESSION NUMBER: 0000804125-00-500002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001028 FILED AS OF DATE: 20001129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEEBLES INC CENTRAL INDEX KEY: 0000804125 STANDARD INDUSTRIAL CLASSIFICATION: [5311 ] IRS NUMBER: 540332635 STATE OF INCORPORATION: VA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-27126 FILM NUMBER: 780071 BUSINESS ADDRESS: STREET 1: ONE PEEBLES ST CITY: SOUTH HILL STATE: VA ZIP: 23970 BUSINESS PHONE: 8044475200 MAIL ADDRESS: STREET 2: ONE PEEBLES ST CITY: SOUTH HILL STATE: VA ZIP: 23970 EX-27 1 q32000ex27.xfd
5 1,000 9-MOS Jan-30-2000 Feb-03-2001 Oct-28-2000 138 0 34,810 2,100 92,749 127,251 93,309 42,279 219,837 37,450 101,540 0 0 1 71,962 219,837 206,892 206,892 122,703 122,703 0 0 8,574 6,079 2,675 3,404 0 0 0 3,404 3,404 3,404
10-Q 2 q300edg2.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM 10-Q Quarterly Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended October 28, 2000 Commission file number 33-27126 ----------------- PEEBLES INC. (Exact name of registrant as specified in its charter) Virginia 54-0332635 -------------------------- ----------------- (State of Incorporation) (I.R.S. Employer Identification No.) One Peebles Street South Hill, Virginia 23970-5001 (804) 447-5200 - ------------------------------------- -------------------- (Address of principal executive offices) (Telephone Number) Indicate by check (x) 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_____. As of November 1, 2000, 1,000 shares of Common Stock of Peebles Inc. were outstanding. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONDENSED CONSOLIDATED BALANCE SHEETS PEEBLES INC. & SUBSIDIARIES (in thousands, except shares and per share amounts) October 28, January 29, October 30, 2000 2000 1999 ---------- -------- -------- ASSETS (Unaudited) (Unaudited) CURRENT ASSETS Cash $ 138 $ 1,008 $ 25 Accounts receivable, net 32,710 37,949 30,227 Merchandise inventories 92,749 70,181 91,407 Prepaid expenses 758 709 1,207 Income taxes receivable -- 1,201 973 Other 896 2,670 2,599 ------- ------- ------- TOTAL CURRENT ASSETS 127,251 113,718 126,438 PROPERTY AND EQUIPMENT, NET 51,030 53,063 53,572 OTHER ASSETS Excess of cost over net assets 37,660 39,100 39,577 acquired, net Deferred financing cost 850 1,895 2,243 Other 3,046 2,441 3,389 -------- -------- -------- 41,556 43,436 45,209 -------- -------- -------- $219,837 $210,217 $225,219 ======== ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $21,273 $12,795 $22,423 Accrued compensation and other expenses 6,672 7,268 5,396 Deferred income taxes 2,139 2,139 2,433 Current maturities of long-term debt 3,700 3,700 3,700 Other 3,666 3,582 1,862 ------- ------- ------- TOTAL CURRENT LIABILITIES 37,450 29,484 35,814 LONG-TERM DEBT 101,141 102,677 117,670 LONG-TERM CAPITAL LEASE OBLIGATIONS 399 614 717 DEFERRED INCOME TAXES 8,884 8,883 6,990 STOCKHOLDERS' EQUITY Preferred stock- no par value, authorized 1,000,000 shares, none issued and outstanding -- -- -- Common stock-- par value $.10 per share, authorized 5,000,000 shares, 1,000 issued and outstanding. 1 1 1 Additional capital 59,307 59,307 59,307 Retained earnings: accumulated from May 27, 1995; 12,655 9,251 4,720 -------- -------- -------- 71,963 68,559 64,028 -------- -------- -------- $ 219,837 $ 210,217 $ 225,219 ======== ======== ======== See notes to condensed consolidated financial statements CONDENSED CONSOLIDATED STATEMENTS OF INCOME PEEBLES INC. & SUBSIDIARIES (in thousands, except shares and per share amounts) (Unaudited) Three-Month Period Ended Nine-Month Period Ended ------------------------- ------------------------ October 28, October 30, October 28, October 30, 2000 1999 2000 1999 ------------ ----------- ----------- ----------- NET SALES $ 71,992 $ 69,723 $ 206,892 $ 204,692 COSTS AND EXPENSES Cost of sales 41,626 41,915 122,703 122,206 Selling, general and administrative expenses 22,219 21,666 62,049 62,682 Depreciation and 2,497 2,622 7,487 6,891 amortization ------ ------ ------- ------- 66,342 66,203 192,239 191,779 ------ ------ ------- ------- OPERATING INCOME 5,650 3,520 14,653 12,913 INTEREST EXPENSE 2,855 2,878 8,574 8,453 ------ ------ ------- ------- INCOME BEFORE INCOME TAXES 2,795 642 6,079 4,460 INCOME TAXES Federal, state and deferred 1,230 282 2,675 1,962 ------ ------ ------- ------- NET INCOME $ 1,565 $ 360 $ 3,404 $ 2,498 ======= ======= ======= ======= RETAINED EARNINGS BEGINNING OF PERIOD 11,090 4,360 9,251 2,222 ------ ------- ------ ------ RETAINED EARNINGS END OF PERIOD $12,655 $ 4,720 $ 12,655 $ 4,720 ======= ======= ======== ======== EARNINGS PER SHARE $ 1,565 $ 360 $ 3,404 $ 2,498 ======= ======= ======== ======== Weighted average common stock outstanding 1,000 1,000 1,000 1,000 ======= ======= ======== ======== See notes to condensed consolidated financial statements CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS PEEBLES INC. & SUBSIDIARIES (in thousands) (Unaudited) Nine-Month Period Ended ---------------------------- October October 28, 30, 2000 1999 -------- -------- OPERATING ACTIVITIES Net income $ 3,404 $ 2,498 Adjustments to reconcile net income to net cash provided by (used in) Operating activities: Depreciation 5,771 5,175 Amortization 2,762 2,762 Provision for doubtful accounts 2,301 1,156 Changes in operating assets and liabilities: Accounts receivable 2,938 2,112 Merchandise inventories (22,568) (19,945) Accounts payable 8,478 4,907 Other assets and liabilities 1,809 (2,731) ------- ------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 4,895 (4,066) INVESTING ACTIVITIES Purchase of property and equipment (3,979) (7,418) Other (250) - ------- ------- NET CASH USED IN INVESTING ACTIVITIES (4,229) (7,418) FINANCING ACTIVITIES Proceeds from revolving line of credit 284,113 279,579 Reduction in revolving line of credit and long-term debt (285,649) (268,134) ------- ------- NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (1,536) 11,445 ------- ------- DECREASE IN CASH AND CASH EQUIVALENTS (870) (39) Cash and cash equivalents beginning of Period 1,008 64 ------- ------- CASH AND CASH EQUIVALENTS END OF PERIOD $ 138 $ 25 ======= ======= See notes to condensed consolidated financial statements NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS PEEBLES INC. & SUBSIDIARIES October 28, 2000 (in thousands) NOTE A-ORGANIZATION AND BASIS OF PRESENTATION NATURE OF OPERATIONS: Peebles Inc. and subsidiaries ("Peebles" or the "Company") operate retail department stores offering predominately fashion merchandise for the entire family and selected home accessories. At October 28, 2000, the Company was operating 124 stores located primarily in small and medium sized communities which typically do not have a mall-based department store. The stores serve communities in 15 states, located primarily in the Southeast and Mid- Atlantic. CONSOLIDATION: The consolidated financial statements include the accounts of Peebles Inc. and its wholly owned subsidiaries, Carlisle Retailers, Inc. and Ira A. Watson Co. (together "Peebles" or the "Company"). All significant intercompany balances and transactions have been eliminated. ACCOUNTING PRONOUNCEMENTS: The Company is subject to the provisions of Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements", effective October 29, 2000. SAB 101 had no impact on the Company's consolidated financial statements. In addition, the Company will be subject to the provisions of Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Financial Instruments and Hedging Activities", effective February 4, 2001. SFAS No. 133 is not expected to impact the Company's consolidated financial statements. The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with instructions to Form 10-Q and Article 10 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. In the opinion of management, all adjustments (consisting of normal and recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month and nine-month periods ended October 28, 2000 are not necessarily indicative of the results that may be expected for the fiscal year ended February 3, 2001, due to the seasonal nature of the business of Peebles. The balance sheet at January 29, 2000 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Certain prior year amounts have been reclassified to conform to the current year presentation. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the fiscal year ended January 29, 2000. NOTE B-ACCOUNTS RECEIVABLE Accounts receivable at October 28, 2000, January 29, 2000 and October 30, 1999 are shown net of $2,100, $1,800 and $1,700, respectively, representing the allowance for uncollectible accounts. Finance charges on credit sales and late fees for delinquent payments are included as a reduction of selling, general and administrative expenses. Finance charges and late fees totaled $1,592 and $1,375 for the three-month periods ended October 28, 2000 and October 31, 1999, respectively, and $4,879 and $4,201, respectively, for the nine-month periods then ended. As a service to its customers, the Company offers credit through the use of its own charge card and certain major credit cards. The Peebles' customer usually resides in the local community immediately surrounding the store location. Peebles stores serve these local customers in 15 states: Virginia, Tennessee, North Carolina, Maryland, Kentucky, West Virginia, Alabama, Pennsylvania, South Carolina, Ohio, Delaware, New York, Indiana, New Jersey and Missouri. The Company does not require collateral from its customers. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--Continued PEEBLES INC. & SUBSIDIARIES (in thousands) NOTE C-LONG-TERM DEBT Long-term debt consisted of the following: October 28, January 29, October 29, 2000 2000 1999 ---------- ----------- ----------- Senior Revolving Facility $ 41,240 $ 34,000 $ 48,000 Senior Term Note A 6,738 9,750 10,500 Senior Term Note B 53,522 58,950 59,100 Swingline Facility 3,041 3,277 3,370 Other 300 400 400 ------- ------- ------- 104,841 106,377 121,370 Less current maturities: 3,700 3,700 3,700 ------- ------- ------- Long-term debt $101,141 $102,677 $117,670 ======= ======= ======= The total amount available under the Senior Revolving Facility (the "Revolver") and the Swingline Facility is determined by a defined asset based formula with maximum borrowings limited to $75,000, less outstanding amounts under letters of credit. At October 28, 2000, the total amount available to borrow was $74,169, of which $44,281 was in use. On July 17, 2000, in accordance with certain provisions of the Credit Agreement, the Company reduced the outstanding principal amount of its Senior Term Notes A and B by $761 and $4,978, respectively. The prepayment amount (the "ECF Prepayment Amount") represents excess cash flow as defined by the Credit Agreement. The ECF Prepayment Amount is an annual calculation based on the Company's operations from the previous fiscal year. The ECF Prepayment Amount was funded through the Revolver. NOTE D-INCOME TAXES Differences between the effective rate of income taxes and the statutory rate arise principally from state income taxes and non-deductible amortization related to certain purchase accounting adjustments. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (in thousands) RESULTS OF OPERATIONS The following management's discussion and analysis provides information with respect to the results of operations for the three-month period (or "Fiscal Quarter") and nine-month period ended October 28, 2000 in comparison with the Fiscal Quarter and nine-month period ended October 30, 1999. The consolidated operations of the Company for the Fiscal Quarter and nine-month period ended October 28, 2000 include the results of 124 store locations. The Company opened three new store locations in the twelve-month period ended October 28, 2000 and closed one marginally profitable store. In addition, two new store locations were opened on October 28, 1999. The Company defines a comparable store as having operations for the entire twelve-month period in both the current and previous fiscal years. For fiscal 2000, 117 stores will have had operations for the entire twelve- month periods ending February 3, 2001 and January 29, 2000. Three-Month Nine-Month Period Ended Period Ended ------------------ ------------------ October October October October 28, 30, 28, 30, (dollars in thousands) 2000 1999 2000 1999 ------- -------- -------- ------- Net sales $71,992 $69,723 $206,892 $204,692 % increase 3.3% 6.3% 1.1% 17.4% Comparable stores % increase (decrease) in net sales: 1.5% .4% (.3%) .5% Stores in operation at Period end 124 122 124 122 Total stores opened during period 3 2 3 5 Operations as a Percentage of Net Sales: - ----------------------------- Cost of sales 57.8% 60.1% 59.3% 59.7% Selling, general & administrative expenses 30.9 31.1 30.0 30.6 Depreciation and amortization 3.5 3.8 3.6 3.4 ---- ---- ---- ---- Operating Income 7.8 5.0 7.1 6.3 Interest expense 3.9 4.1 4.2 4.1 Provision for income taxes 1.7 .4 1.3 1.0 ---- ---- ---- ---- Net income 2.2% .5% 1.6% 1.2% ===== ===== ===== ==== Net sales for the Fiscal Quarter ended October 28, 2000 increased $2,269, or 3.3%, to $71,992. Comparable stores contributed $69,077 to total net sales, an increase of $1,012, or 1.5%, over the comparable prior year period. The Company opened three new store locations during the Fiscal Quarter ended October 28, 2000, and these stores contributed $650 to net sales. The remaining net sales increase of $607 resulted from a full nine-months of operations at five new store locations opened in 1999, partially offset by a store closed in the fourth quarter of 1999. During the third Fiscal Quarter, consumer demand for the Fall season merchandise drove the sales increases noted, as relatively weak August sales, featuring final clearance of Summer merchandise, were offset by strong September sales. For the nine-month period ended October 28, 2000, total net sales were $2,200, or 1.1%, greater than in the comparable prior year period. The increase was a result of the new store locations opened on and after October 28, 1999. Current year net sales at comparable stores were lower than in the prior year by $674, or .3%, as increases in both the second and third Fiscal Quarters have not offset the decline experienced in the first Fiscal Quarter. Comparable store net sales increases (decreases) as a percentage of the prior year comparable period were as follows for the last 15 Fiscal Quarters: Fiscal Quarter ------------------------------------ First Second Third Fourth Total Year ----- ------ ----- ------ ---------- 2000 vs. 1999 (3.6%) 1.0% 1.5% N/A N/A 1999 vs. 1998 (2.6%) 3.6% .4% 3.2% 1.3% 1998 vs. 1997 6.2% 2.9% (2.8%) (1.2%) 0.9% 1997 vs. 1996 5.1% 7.7% 6.9% 3.3% 5.3% Cost of sales as a percentage of net sales was 57.8% and 60.1% for the Fiscal Quarters ended October 28, 2000 and October 30, 1999, respectively, and 59.3% and 59.7%, respectively, for the nine-month periods then ended. Improvement in the third Fiscal Quarter resulted primarily from managing inventory levels through the Summer clearance cycle, and the stronger consumer demand for Fall merchandise, as noted above. In the second Fiscal Quarter greater promotional markdowns and clearance markdowns were taken after Father's Day to reduce inventory levels going into the third Fiscal Quarter. In addition, the continued maturation of the 33 store locations opened during 1998 and the 5 store locations opened in 1999 contributed to the decline in cost of sales as a percentage of net sales. Selling, general and administrative expenses ("SG&A") as a percentage of net sales, exclusive of depreciation and amortization, were 30.9% and 31.1%, respectively, for Fiscal Quarters ended October 28, 2000 and October 30, 1999 and 30.0% and 30.6%, respectively, for the nine-month periods then ended. SG&A expenses as a percentage of net sales continue to benefit from the maturation of stores opened in fiscal 1999 and 1998. New and acquired stores are planned to have a higher expense structure than mature stores for the first 12 to 18 months of operation as advertising and payroll expenses are increased to achieve a market presence. In addition, newer stores typically have higher occupancy costs than mature stores. Depreciation and amortization expenses as a percentage of net sales were 3.5% and 3.8% for the Fiscal Quarters ended October 28, 2000 and October 30, 1999, respectively, and 3.6% and 3.4% for the nine-month periods then ended. The decrease noted in comparing the Fiscal Quarters and the increase in the nine- month period were primarily a result of depreciation expense related to certain capital expenditures required in the store locations opened in 1999 and 1998. Capital expenditures totaled $9,151 and $13,394 in 1999 and 1998, respectively. For the nine-month period ended October 28, 2000 and October 30, 1999, capital expenditures totaled $3,979 and $7,418, respectively. Interest expense was 3.9% and 4.1% of net sales for the Fiscal Quarters ended October 28, 2000 and October 30, 1999, respectively, and 4.2% and 4.1%, respectively, for the nine- month periods then ended. In the current Fiscal Quarter, interest expense of $2,855 decreased slightly from $2,878 in the comparable prior year period as lower average borrowings offset higher average interest rates. In the nine-month periods ended October 28, 2000 and October 30, 1999, interest expense totaled $8,574 and $8,453, respectively, as lower average borrowings did not completely offset the increase in average interest rates. The effective income tax rate for the three and nine-month periods ended October 28, 2000 and October 30, 1999 was 44.0%. The effective tax rate differs from the statutory rate primarily due to state income taxes and nondeductible amortization relating to certain acquisition related assets. As a result of the changes discussed above, net income for the three-month and nine-month periods ended October 28, 2000 was 2.2% and 1.6% of net sales, respectively. For the prior year three and nine-month periods ended October 30, 1999, net income as a percentage of net sales was .5% and 1.2%, respectively. LIQUIDITY AND CAPITAL RESOURCES The Company's primary cash requirements are for capital expenditures in connection with the new store expansion and remodeling program and for working capital needs. The Company's primary sources of funds are cash flow from continuing operations, borrowings under the Credit Agreement and trade accounts payable. Merchandise inventory levels typically build throughout the first Fiscal Quarter and again in the fall, peaking during the Christmas selling season. Accounts receivable peak during December and January, decrease during the first and second Fiscal Quarters and begin building again in the third Fiscal Quarter. Capital expenditures for existing stores typically occur evenly throughout the first three quarters of each year, but can vary by Fiscal Quarter based on new and acquired stores. The Company's operating activities provided cash of $4,895 in the nine-month period ended October 28, 2000. In the nine- month period ended October 30, 1999, operating activities used cash of $4,066. Comparing the operating cash flow in 2000 to 1999, less cash was used in the current year for the seasonal increase in merchandise inventory. Greater financing through vendor credit and the realization of certain current assets required in prior periods by the Company's former cooperative buying service reduced the use of cash. In addition, operating cash flow in 2000 benefited from more profitable operations and a greater realization of accounts receivable. Working capital was $89,801 and $90,624 at October 28, 2000 and October 30, 1999. Capital expenditures are the primary use of cash in investing activities. In the nine-month periods ended October 28, 2000 and October 30 1999, capital expenditures totaled $3,979 and $7,418, respectively. In the current year, capital expenditures were primarily for four new store locations, three of which opened in the third Fiscal Quarter, and one in the fourth. In addition, capital expenditures were for the relocation of one existing store, several planned remodeling/space reallocations and routine fixture upgrades. In the prior year, the Company had opened 5 new stores through October 30, 1999 and capital expenditures were also required for the significant number of stores opened in 1998. The Company completed its fiscal 2000 expansion plans with the opening of a new store on November 16, 2000. Based on historical experience, the Company estimates that the cost of opening a new store will include capital expenditures of approximately $425 for leasehold improvements and fixtures and approximately $425 for initial inventory, approximately one- third of which is normally financed through vendor credit. Accounts receivable for new stores typically build to an average of approximately 11% of net sales or approximately $275 within 24 months of the store opening. The Company may also incur capital expenditures to acquire existing stores. The Company finances its operations, capital expenditures, and debt service payments with funds available under its Revolver. The maximum amount available under the Revolver is $75,000 less amounts outstanding under letters of credit. The actual amount available is determined by an asset-based formula. In the nine-month period ended October 28, 2000, the Company reduced outstanding borrowings by a net $1,536. During the nine-month period ended October 30, 1999, the Company drew a net $11,445, primarily for working capital and capital expenditures. The Company believes the cash flow generated from operating activities together with funds available under the Revolver will be sufficient to fund its investing activities and the debt service of the Credit Agreement. SEASONALITY AND INFLATION As a retailer offering predominately soft-apparel and selected home accessories, the Company's business is seasonal, although less heavily weighted in the fourth quarter than retailers with comparable offerings of merchandise. Over the past four fiscal years, quarterly sales as a percentage of total sales have been consistent at approximately 20%, 23%, 24% and 33% for the first through fourth quarters, respectively. Peebles' positioning of its stores in small to medium sized communities with limited competition, along with the Company's less- promotional, every day fair value, pricing strategy produces operations less dependent on the fourth quarter. However, the third and fourth quarters are generally bolstered by the back- to-school and Christmas holiday selling seasons. The Company does not believe that inflation has had a material effect on its results of operations during the past three fiscal years. Peebles uses the retail inventory method applied on a LIFO basis in accounting for its inventories. Under this method, the cost of products sold reported in the financial statements approximates current costs and thus reduces the likelihood of a material impact that increases costs. However, there can be no assurance that the Company's business will not be impacted by inflation in the future. MARKET RISK The Company's interest expense is affected by changes in short- term interest on the debt outstanding under the Credit Agreement. The Credit Agreement bears interest at rates based on both the LIBOR and prime lending rates (the "Borrowing Rates"). Assuming: i) the Borrowing Rates vary by 100 basis points from their current levels at any given fiscal month, and ii) the Company maintains an aggregate outstanding debt balance subject to these rates of $104,841 during the fiscal month of variance, interest expense would vary by approximately $87 for that fiscal month. FORWARD-LOOKING STATEMENTS Certain statements in this quarterly report on Form 10-Q are forward-looking, based on the Company's evaluation of historical information and judgments on future events, based on the best information available at the time. Underlying these statements are risks and uncertainties, which could cause actual results to differ materially from those forward- looking statements. These risks and uncertainties include, but are not limited to: i) consumer demand for the Company's soft-apparel merchandise; ii) competitive and consumer demographic shifts within the Company's markets; iii) the Company's access to, and cost of, capital; iv) the Company's ability to locate and open new store locations on a timely and profitable basis; v) the Company's ability to continue to integrate acquired stores into Peebles' overall operations on a timely basis; and vi) the successful management of inventory levels, related costs and selling, general and administrative costs. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information called for by this item is provided under the caption "Market Risk" under Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations. PART II ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits 27. Financial Data Schedule b. Reports on Form 8-K None 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. PEEBLES INC. Date: November 29, 2000 By /s/ Michael F. Moorman ---------------------- Michael F. Moorman President and Chief Executive Officer (Principal Executive Officer) By /s/ E. Randolph Lail ---------------------- E. Randolph Lail Chief Financial Officer, Senior Vice President-Finance, Treasurer, Secretary (Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----