-----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, CbamispCqIHuJL/xNtzuPnfm94xpLtO5IRlefj0MKDJkNqtcIXFIbfh6VoHCBB01 FA5hbH74I5KKltY6r263iA== 0000804125-01-500007.txt : 20010911 0000804125-01-500007.hdr.sgml : 20010911 ACCESSION NUMBER: 0000804125-01-500007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010804 FILED AS OF DATE: 20010910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEEBLES INC CENTRAL INDEX KEY: 0000804125 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 540332635 STATE OF INCORPORATION: VA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-27126 FILM NUMBER: 1734410 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 10-Q 1 fnl2q01.txt FORM 10-Q FOR QUARTER ENDED 8/04/01 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 August 4, 2001 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 September 1, 2001, 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) August 4, February 3, July 29, 2001 2001 2000 ---------- ----------- ------- ASSETS (Unaudited) (Unaudited) CURRENT ASSETS Cash $ 483 $ 1,686 $ 286 Accounts receivable, net 32,977 37,340 32,723 Merchandise inventories 80,892 70,580 75,635 Prepaid expenses 1,028 1,746 957 Other 455 147 2,593 ------- ------- ------- TOTAL CURRENT ASSETS 115,835 111,499 112,194 PROPERTY AND EQUIPMENT, NET 51,163 50,132 51,564 OTHER ASSETS Excess of cost over net assets acquired, net 36,180 37,140 38,140 Deferred financing cost 745 1,018 1,198 Other 5,674 3,060 2,708 ------- ------- ------- 42,599 41,218 42,046 ------- ------- ------- $ 209,597 $ 202,849 $ 205,804 ======= ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 17,112 $ 15,162 $ 13,310 Accrued compensation and other expenses 5,331 7,226 4,953 Deferred income taxes 1,711 1,711 2,139 Current maturities of long-term debt 3,700 13,471 3,700 Other 2,682 3,913 3,277 ------- ------- ------- TOTAL CURRENT LIABILITIES 30,536 41,483 27,379 LONG-TERM DEBT 87,332 72,334 98,672 LONG-TERM CAPITAL LEASE OBLIGATIONS 421 499 471 DEFERRED INCOME TAXES 9,863 9,863 8,884 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 59,490 59,307 59,307 Retained earnings: accumulated from May 27, 1995 21,954 19,362 11,090 ------- ------- ------- 81,445 78,670 70,398 ------- ------- ------- $ 209,597 $ 202,849 $ 205,804 ======== ======== ======== 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 Six-Month Period Ended Period Ended -------------- -------------- August 4, July 29, August 4, July 29, 2001 2000 2001 2000 -------- ------- ------ ------- NET SALES $ 67,688 $ 71,537 $ 131,152 $ 134,900 COSTS AND EXPENSES Cost of sales 39,569 42,906 76,512 81,077 Selling, general and administrative expenses 20,539 20,795 40,055 39,830 Depreciation and amortization 2,556 2,496 5,310 4,990 ------- -------- -------- -------- 62,664 66,197 121,877 125,897 ------- -------- -------- -------- OPERATING INCOME 5,024 5,340 9,275 9,003 INTEREST EXPENSE 1,769 2,916 3,702 5,719 ------- -------- -------- -------- INCOME BEFORE INCOME TAXES 3,255 2,424 5,573 3,284 INCOME TAXES Federal, state and deferred 1,335 1,067 2,285 1,445 ------- -------- -------- -------- NET INCOME $ 1,920 $ 1,357 $ 3,288 $ 1,839 ======= ======== ======== ======== EARNINGS PER SHARE $ 1,920 $ 1,357 $ 3,288 $ 1,839 ======= ======== ======== ======== Weighted average common stock outstanding 1,000 1,000 1,000 1,000 ======= ======== ======== ======== See notes to condensed consolidated financial statements CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY PEEBLES INC. & SUBSIDIARIES (dollars in thousands, except per share amounts) Common Stock ---------------- Par Additional Retained Shares Value Capital Earnings ------ ------- -------- -------- BALANCE JANUARY 29, 2000 1,000 $ 1 $59,307 $ 9,251 Net income -- -- -- 1,839 ------ ---- ------ ------ BALANCE JULY 29, 2000 1,000 1 59,307 11,090 Net income -- -- -- 8,272 ------ ---- ------ ------ BALANCE FEBRUARY 3, 2001 1,000 1 59,307 19,362 Dividend to PHC Retail for Share Repurchase -- -- -- (696) Exercise of PHC Retail stock options -- -- 183 -- Net income -- -- -- 3,288 ------ ---- ------ ------ BALANCE AUGUST 4, 2001 1,000 $ 1 $59,490 $21,954 ====== ==== ====== ======= See notes to condensed consolidated financial statements. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS PEEBLES INC. & SUBSIDIARIES (in thousands) (Unaudited) Six-Month Period Ended ---------------------- August 4, July 29, 2001 2000 -------- -------- OPERATING ACTIVITIES Net income $ 3,288 $ 1,839 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 4,128 3,845 Amortization 1,455 1,842 Provision for doubtful accounts 1,741 1,446 Changes in operating assets and liabilities: Accounts receivable 2,622 3,780 Merchandise inventories (10,312) (5,454) Accounts payable 1,950 515 Other assets and liabilities (2,955) (1,757) ------- ------- NET CASH PROVIDED BY OPERATING ACTIVITIES 1,917 6,056 INVESTING ACTIVITIES Purchase of property and equipment (5,159) (2,468) Acquisition of New Store Locations (2,375) -- Other (117) (305) ------- ------- NET CASH USED IN INVESTING ACTIVITIES (7,651) (2,773) FINANCING ACTIVITIES Proceeds from revolving line of credit 222,169 195,422 Reduction in revolving line of credit and long-term debt (216,942) (199,427) Dividend to PHC Retail (696) -- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 4,531 (4,005) ------- ------- DECREASE IN CASH AND CASH EQUIVALENTS (1,203) (722) Cash and cash equivalents beginning of period 1,686 1,008 ------- ------- CASH AND CASH EQUIVALENTS END OF PERIOD $ 483 $ 286 ======== ======== See notes to condensed consolidated financial statements NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS PEEBLES INC. & SUBSIDIARIES August 4, 2001 (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 August 4, 2001, 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. 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 six-month periods ended August 4, 2001 are not necessarily indicative of the results that may be expected for the fiscal year ended February 2, 2002, due to the seasonal nature of the business of Peebles. The balance sheet at February 3, 2001 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. 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 February 3, 2001. NOTE B-ACCOUNTS RECEIVABLE Accounts receivable are shown net of $2,500, $2,400 and $2,000, representing the allowance for uncollectible accounts at August 4, 2001, February 3, 2001 and July 29, 2000, respectively. The provision for doubtful accounts was $1,741 and $1,446 for the six- month periods ended August 4, 2001 and July 29, 2000, respectively. Finance charges on credit sales and late fees for delinquent payments are included as a reduction in selling, general and administrative expenses. Finance charges and late fees totaled $3,547 and $3,287 for the six-month periods ended August 4, 2001 and July 29, 2000, respectively. 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. NOTE C-ACQUISITION OF NEW STORE LOCATIONS In 2001, the Company acquired eleven store locations in an auction. The leases related to these store locations were below fair market value, and the entire purchase price of $2,375 has been capitalized as beneficial leaseholds. Beneficial leaseholds, included as other assets on the consolidated balance sheet, are amortized on a straight-line basis over the estimated composite useful lives of the related leases. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--Continued PEEBLES INC. & SUBSIDIARIES (in thousands) NOTE D-LONG-TERM DEBT Long-term debt consisted of the following: August 4, February 3, July 29, 2001 2001 2000 -------- --------- -------- Senior Revolving Facility $ 42,000 $ 26,145 $ 40,912 Senior Term Note A 3,502 5,988 7,488 Senior Term Note B 44,287 53,372 53,672 Swingline Facility 1,043 -- -- Other 200 300 300 ------- ------- ------- 91,032 85,805 102,372 Less current maturities: Scheduled principal payments 3,700 3,700 3,700 Excess Cash Flow payment -- 9,771 -- ------- ------- ------- Total current maturities 3,700 13,471 3,700 ------- -------- ------- Long-term debt $ 87,332 $ 72,334 $ 98,672 ======== ======== ========= 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 August 4, 2001, the total amount available to borrow was $67,579, of which $43,043 was drawn. The $9,771 Excess Cash Flow ("ECF") Payment, classified as current at February 3, 2001, was disbursed in April 2001. The ECF prepayments are funded through the Revolver and reduce Senior Term Note A and Senior Term Note B ratably. Restrictive debt covenants of the Credit Agreement limit the payment of cash dividends. Cash dividends may only be paid from Peebles to PHC Retail to repurchase PHC Retail common stock and are limited to $750 in any fiscal year. In March 2001, $696 of PHC Retail common stock was repurchased from retiring management stockholders, and the repurchase was funded through a cash dividend from Peebles. NOTE E-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. NOTE F-ACCOUNTING PRONOUNCEMENTS In June 2001, the Financial Accounting Standards Board issued Statement No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"). Under the provisions of SFAS No. 142, goodwill and certain other indefinite lived intangible assets will cease to be amortized, and instead, will be tested for impairment on at least an annual basis or at any time certain indicators of impairment arise. The Company will adopt the provisions of SFAS No. 142 for fiscal 2002, and it will continue to amortize goodwill and indefinite lived intangible assets during the transition period, the third and fourth fiscal quarters of 2001. The Company has begun to evaluate the fiscal 2002 impact of adopting SFAS No. 142. 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 six-month period ended August 4, 2001 in comparison with the Fiscal Quarter and six-month period ended July 29, 2000. 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 2001 and 2000, the Company will have 121 and 117 comparable stores, respectively. Three-Month Six-Month Period Ended Period Ended -------------- -------------- August 4, July 29, August 4, July 29, (dollars in thousands) 2001 2000 2001 2000 ------- -------- -------- -------- Net sales $ 67,688 $71,537 $ 131,152 $134,900 % (decrease) increase (5.4%) 1.4% (2.8%) (.1%) Comparable stores % (decrease)increase in net sales: (6.6%) 1.0% (4.0%) (1.3%) Stores in operation at period end 124 121 124 121 Operations as a Percentage of Net Sales: - ---------------------------------------- Cost of sales 58.5% 60.0% 58.3% 60.1% Selling, general & administrative expenses 30.3 29.0 30.6 29.5 Depreciation and amortization 3.8 3.5 4.0 3.7 ------- ------ ------ ------ Operating Income 7.4 7.5 7.1 6.7 Interest Expense 2.6 4.1 2.9 4.2 Provision for income taxes 2.0 1.5 1.7 1.1 ------- ------ ------ ------ Net Income 2.8% 1.9% 2.5% 1.4% ======= ====== ====== ====== Net sales for both the three-month and six-month periods ended August 4, 2001 were adversely affected by weak consumer demand for the Company's soft apparel. Throughout the first and second Fiscal Quarters, consumer demand for soft apparel was weakened by deteriorating confidence in the economy, rising energy costs and widespread belief that the economy would weaken further. In addition, the first Fiscal Quarter featured unseasonably cold weather well into Spring. Net sales reached a low point in comparison to the prior year in May and early June, stabilized through July and began to show modest increases over the prior year in August, the first month of the third Fiscal Quarter. Cost of sales as a percentage of net sales was 58.5% and 60.0% for the three-month periods ended August 4, 2001 and July 29, 2000, respectively, and 58.3% and 60.1%, respectively, for the six-month periods then ended. Cost of sales continued to benefit from the maturation of the significant number of new store locations opened in fiscal 1999 and 1998. In addition, the merchandise inventory levels per store were planned conservatively in anticipation of the weakened consumer demand. As a result, cost of sales benefited from a reduction in seasonal clearance markdowns. The increase in total merchandise inventory at August 4, 2001 was primarily a result of the four new store locations opened in the third and fourth Fiscal Quarters of 2000 and the inventory required at ten new store locations opened August 16, 2001. Selling, general and administrative expenses ("SG&A") as a percentage of net sales, exclusive of depreciation and amortization, were 30.3% and 29.0%, respectively, for Fiscal Quarters ended August 4, 2001 and July 29, 2000, and 30.6% and 29.5%, respectively, for the six-month periods then ended. Although SG&A expenses as a percentage of net sales continue to benefit from the maturation of stores opened in fiscal 1999 and 1998, the increase in the provision for doubtful accounts combined with lower sales offset this benefit. SG&A expenses were $20,539 and $20,795 for the three-month periods ended August 4, 2001 and July 29, 2000, respectively, and $40,055 and $39,830, respectively, for the six-month periods then ended. Depreciation and amortization expenses as a percentage of net sales were 3.8% and 3.5% for the three-month periods ended August 4, 2001 and July 29, 2000, respectively, and 4.0% and 3.7% for the six-month periods then ended. The percentage increases are primarily a result of lower sales together with the slightly higher depreciation expense related to capital expenditures required for new store locations. Interest expense was 2.6% and 4.1% of net sales for the Fiscal Quarters ended August 4, 2001 and July 29, 2000, respectively, and 2.9% and 4.2% for the six-month periods then ended. Lower average borrowings and lower interest rates throughout the three and six-month periods accounted for the decrease, with lower sales partially offsetting the percentage decrease. The effective income tax rate for the three and six-month periods ended August 4, 2001 and July 29, 2000 was 41% and 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 six-month periods ended August 4, 2001 was 2.8% and 2.5% of net sales, respectively. For the prior year three and six-month periods ended July 29, 2000, net income as a percentage of net sales was 1.9% and 1.4%, 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 $1,917 and $6,056 in the six-month periods ended August 4, 2001 and July 29, 2000, respectively, as greater net income was offset by increases in merchandise inventories. Merchandise inventories used net cash of $10,312 in the current year compared to $5,454 in the prior year. This increase is primarily a result of the inventory levels required at 10 new store locations opened on August 16, 2001. Increased vendor financing of merchandise purchases provided cash of $1,950 in the current year versus $515 in the prior. A decrease in the realization of accounts receivable and the timing of the aggregate realization of certain other operating assets and the payment of certain liabilities reduced cash provided by operations. The Company's working capital at August 4, 2001 and July 29, 2000 was $85,299 and $84,815, respectively. Capital expenditures, the primary use of cash in investing activities, totaled $5,159 and $2,468 for the six-month periods ended August 4, 2001 and July 29, 2000, respectively. In the current year, the capital expenditures of $1,200 were required to remodel three existing store locations, completing the remodeling plan for fiscal 2001. In addition, the Company invested approximately $1,200 to enhance the satellite communication network and add to its radio frequency scanners. Capital expenditures in the six-month period ended August 4, 2001 included the fixtures required at the 10 new store locations opened immediately after the close of the second Fiscal Quarter. Nine of these 10 stores, along with two locations scheduled to open in November 2001, were acquired in an auction for $2,375. In November 2001, the Company will open seven new store locations, bringing the total new store locations for fiscal 2001 to seventeen. 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 15% of net sales or approximately $300 within 24 months of the store opening. The Company may also incur capital expenditures to acquire existing stores. Capital expenditures are expected to total $12,900 for 2001. The Company finances its operations, capital expenditures, and debt service payments in part 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. During the six-month period ended August 4, 2001, the Company drew a net $5,227, primarily for the acquisition of new stores and the related inventory and fixturing. During the six-month period ended July 29, 2000, the Company reduced outstanding borrowings by $4,005. 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 $91,032 during the fiscal month of variance, interest expense would vary by approximately $76 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: September 7, 2001 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 and Secretary (Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----