________________________________________________________________________________ United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q (Mark One) [X] Quarterly Report Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 For the quarterly report ended December 31, 1999 ----------------- 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 0-21196 ------- Mothers Work, Inc. ------------------ (Exact name of registrant as specified in its charter) Delaware 133045573 -------- --------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 456 North 5th Street, Philadelphia, Pennsylvania 19123 ------------------------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (215) 873-2200 -------------- 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[_] 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 -- 3,431,873 shares outstanding as of February 1, 2000 - ----------------------------------------------------------------------------------- MOTHERS WORK, INC. AND SUBSIDIARY INDEX ----- Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated Balance Sheets 1 Consolidated Statements of Operations 2 Consolidated Statements of Cash Flows 3 Notes to Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3. Quantitative and Qualitative Disclosures about Market Risk 11 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 12 Exhibit Index 13 CONFIDENTIAL ------------ MOTHERS WORK, INC. & SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Unaudited) December 31, September 30, ASSETS 1999 1999 --------------- ------------- CURRENT ASSETS: Cash and cash equivalents $ 3,325,707 $ 1,139,563 Receivables 4,021,752 3,617,824 Inventories 74,102,859 74,954,635 Deferred income taxes 6,120,791 6,120,791 Prepaid expenses and other 2,307,461 1,625,694 -------------- ------------- Total current assets 89,878,570 87,458,507 PROPERTY, PLANT AND EQUIPMENT, net 43,312,372 39,610,762 OTHER ASSETS: Goodwill, net of accumulated amortization of $10,638,312 and $10,084,350 33,755,146 34,309,108 Deferred income taxes 9,687,217 11,687,319 Deferred financing costs, net of accumulated amortization of $1,932,709 and $1,808,032 2,495,304 2,619,981 Other intangible assets, net of accumulated amortization of $1,931,949 and $1,865,046 1,094,981 1,115,444 Other assets 989,427 807,268 -------------- ------------- Total other assets 48,022,075 50,539,120 -------------- ------------- $ 181,213,017 $ 177,608,389 -------------- ------------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Line of Credit $ 31,483,365 $ 32,003,464 Current portion of long-term debt 590,829 495,829 Accounts payable 13,206,228 17,461,343 Accrued expenses 19,457,972 13,477,555 -------------- ------------- Total current liabilities 64,738,394 63,438,191 LONG TERM DEBT 96,015,648 96,161,561 ACCRUED DIVIDENDS ON PREFERRED STOCK 4,995,350 4,648,124 DEFERRED RENT 4,460,239 4,292,164 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Series A Cumulative convertible preferred stock, $.01 par value, $280.4878 stated value, 2,000,000 shares authorized, 41,000 shares issued and outstanding (liquidation value of $11,500,000) 11,500,000 11,500,000 Series B Junior participating preferred stock, $.01 par value 10,000 shares authorized, none outstanding - - Common stock, $.01 par value, 10,000,000 shares authorized, 3,431,873 and 3,446,353 shares issued and outstanding 34,318 34,463 Additional paid-in capital 26,035,049 26,179,805 Accumulated deficit (26,565,981) (28,645,919) -------------- ------------- Total stockholders' equity 11,003,386 9,068,349 -------------- ------------- $ 181,213,017 $ 177,608,389 -------------- ------------- The accompanying notes are an integral part of these financial statements. 1 CONFIDENTIAL ------------ MOTHERS WORK, INC & SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended December 31, ------------------------------------- 1999 1998 NET SALES $ 91,866,230 $76,741,956 COST OF GOODS SOLD 46,307,293 38,139,938 ---------------- ----------------- Gross profit 45,558,937 38,602,018 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 37,138,005 31,382,215 ---------------- ----------------- Operating income 8,420,932 7,219,803 INTEREST EXPENSE, NET 3,993,666 4,022,922 ---------------- ----------------- Income before income taxes 4,427,266 3,196,881 INCOME TAX PROVISION 2,000,102 1,549,642 ---------------- ----------------- NET INCOME 2,427,164 1,647,239 PREFERRED DIVIDENDS 347,226 312,802 ---------------- ----------------- NET INCOME AVAILABLE TO COMMON STOCKHOLDERS $ 2,079,938 $ 1,334,437 ---------------- ----------------- INCOME PER SHARE - BASIC $ 0.61 $ 0.37 ---------------- ----------------- AVERAGE SHARES OUTSTANDING - BASIC 3,432,645 3,604,064 ---------------- ----------------- INCOME PER SHARE - ASSUMING DILUTION $ 0.57 $ 0.35 ---------------- ----------------- AVERAGE SHARES OUTSTANDING - ASSUMING DILUTION 3,649,729 3,794,354 ---------------- ----------------- The accompanying notes are an integral part of these financial statements. 2 CONFIDENTIAL ------------ MOTHERS WORK, INC. & SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended December 31, ------------------------------ 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,427,164 $1,647,239 Adjustments to reconcile net income to net cash provided by operating activities-- Depreciation and amortization 2,872,741 2,555,430 Deferred income taxes 2,000,102 1,549,642 Provision for deferred rent 168,075 103,149 Amortization of deferred financing costs 124,677 124,463 Imputed interest on debt 42,160 36,443 Changes in assets and liabilities: (Increase) decrease in-- Receivables (403,928) 514,768 Inventories 851,776 (564,663) Prepaid expenses and other (863,926) 4,553,359 Increase (decrease) in-- Accounts payable and accrued expenses 2,423,113 (6,411,165) -------------- ------------- Net cash provided by operating activities 9,641,954 4,108,665 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (5,944,486) (871,666) Increase in intangibles and other assets (46,440) (36,324) -------------- ------------- Net cash used in investing activities (5,990,926) (907,990) CASH FLOWS FROM FINANCING ACTIVITIES: Decrease in line of credit and cash overdrafts, net (1,226,910) (3,435,925) Purchase of common stock (178,661) - Repayments of long-term debt (93,073) (87,474) Proceeds from exercise of options 33,760 23,664 -------------- ------------- Net cash used in financing activities (1,464,884) (3,499,735) -------------- ------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,186,144 (299,060) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,139,563 3,623,003 -------------- ------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 3,325,707 $3,323,943 -------------- ------------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for interest $ 1,039,320 $ 763,143 -------------- ------------- Cash paid for income taxes $ - $ - -------------- ------------- Capital lease obligations incurred $ - $ - -------------- ------------- The accompanying notes are an integral part of these financial statements. 3 MOTHERS WORK, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999 (Unaudited) 1. BASIS OF FINANCIAL STATEMENT PRESENTATION ----------------------------------------- The accompanying unaudited consolidated financial statements are presented in accordance with the requirements for Form 10-Q and do not include all the disclosures required by generally accepted accounting principles for complete financial statements. Reference should be made to the Form 10-K as of and for the year ended September 30, 1999 for Mothers Work, Inc. and Subsidiary (the "Company") for additional disclosures including a summary of the Company's accounting policies. In the opinion of management, the consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the consolidated financial position of the Company for the periods presented. Since the Company's operations are seasonal, the interim operating results of the Company may not be indicative of operating results for the full year. 2. STOCK OPTIONS AND WARRANTS -------------------------- During the three months ended December 31, 1999, 32,100 options were granted to certain officers and employees for the purchase of the Company's common stock at prices at least equal to the fair market value on the date of grant. 3. CONTINGENCIES ------------- From time to time, the Company is named as a defendant in legal actions arising from its normal business activities. Although the amount of any liability that could arise with respect to currently pending actions cannot be accurately predicted, in the opinion of the Company, any such liability will not have a material adverse effect on the financial position or operating results of the Company. 4. EARNINGS PER SHARE (EPS) ------------------------ The Company accounts for EPS in accordance with Statement of Financial Accounting Standards No. 128 (SFAS 128) which requires dual presentation of basic and diluted EPS. SFAS 128 also requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS is based upon the weighted average number of common shares outstanding and diluted EPS is based upon the weighted average number of common shares outstanding plus the dilutive common stock equivalents outstanding during the period. The following is a reconciliation of the denominators of the basic and diluted EPS computations shown on the face of the accompanying statements of operations. 4 MOTHERS WORK, INC. AND SUBSIDIARY --------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued December 31, 1999 (Unaudited) For the Quarter Ended December 31, 1999 ----------------------------------------- Income Shares Per share (Numerator) (Denominator) Amount ------------- -------------- ---------- Basic EPS Income available to common stockholders $2,079,938 3,432,645 $0.61 Effect of dilutive securities Warrants 139,998 Stock options - 77,086 ---------- --------- Diluted EPS Income available to common stockholders $2,079,938 3,649,729 $0.57 ---------- --------- For the Quarter Ended December 31, 1998 ----------------------------------------- Income Shares Per share (Numerator) (Denominator) Amount ---------- ------------ ---------- Basic EPS Income available to common stockholders $1,334,437 3,604,064 $0.37 Effect of dilutive securities Warrants 139,993 Stock options - 50,297 ---------- --------- Diluted EPS Income available to common stockholders $1,334,437 3,794,354 $0.35 ---------- --------- Options to purchase 1,033,969 shares of common stock at prices ranging from $1.67 to $18.75 per share were outstanding during the first quarter of fiscal 2000, and were included in the computation of diluted EPS to the extent that they were dilutive. The outstanding options expire between 2003 and 2008. In addition, the 41,000 shares of Series A Cumulative Convertible Preferred Stock could potentially dilute basic EPS in the future. 5. SUBSIDIARY GUARANTOR -------------------- Pursuant to the terms of an indenture relating to the 12 5/8% Senior Unsecured Exchange Notes due 2005 (the "Notes"), the Company's direct subsidiary, Cave Springs, Inc., has unconditionally guaranteed the obligations of Mothers Work, Inc. with respect to these Notes. There are no restrictions on the ability of the Guarantor to transfer funds to Mothers Work, Inc. in the form of loans, advances, or dividends, except as provided by applicable law. Accordingly, set forth below is certain summarized financial information (within the meaning of Section 1-02(bb) of Regulation S-X) for the Guarantor: 5 MOTHERS WORK, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued December 31, 1999 (Unaudited) December 31, 1999 September 30, 1999 ----------------- ------------------ Current assets $ 2,865 $ 2,865 Non-current assets $65,061,928 $59,105,843 Current liabilities $ -- $ -- Non-current liabilities $11,182,136 $ 9,148,142 Net sales $ 5,953,220 $19,376,700 Costs and expenses $ 15,000 $ 60,000 Net income $ 3,919,225 $12,749,022 This summarized financial information for the Guarantor has been prepared from the books and records maintained by the Guarantor and the Company. The summarized financial information may not necessarily be indicative of the results of operations or financial position had the Guarantor operated as an independent entity. Certain intercompany sales included in the Subsidiary's records are eliminated in consolidation. Mothers Work, Inc., in turn, pays all expenditures on behalf of the Guarantor. An amount due to/due from parent will exist at any time as a result of this activity. The summarized financial information includes the allocation of material amounts of expenses such as corporate services, administration, and taxes on income. The allocations are generally based on proportional amounts of sales or assets, and taxes on income are allocated consistently with the asset and liability approach used for consolidated financial statement purposes. Management believes these allocation methods are reasonable. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS - --------------------- The following tables set forth certain operating data as a percentage of sales and as a percentage change for the periods indicated: Percentage of Net Sales % Increase (Decrease) Three Months Ended Three Months Ended 1999 1998 December 31, 1999 and 1998 ---- ------ --------------------------- Net Sales 100.0% 100.0% 19.7% Cost of goods sold 50.4 49.7 21.4 ----- ----- Gross profit 49.6 50.3 18.0 Selling, general and administrative expenses 40.4 40.9 18.3 ----- ----- Operating income 9.2 9.4 16.6 Interest expense, net 4.3 5.2 (0.7) ----- ----- Income before income taxes 4.9 4.2 38.5 Income tax expense 2.2 2.1 29.1 ----- ----- Net income 2.6% 2.1% 47.3% ----- ----- The following table sets forth certain information representing growth in the number of Company-owned stores and leased departments for the periods indicated: Three Months Ended Three Months Ended December 31, 1999 December 31, 1998 ------------------- ------------------- Beginning of period: Maternity stores 528 460 Leased maternity departments 97 123 --- --- Total 625 583 Opened: Maternity stores 24 13 Leased maternity departments - 5 Closed: Maternity stores (1) - Leased maternity departments - (22) --- --- End of period: Maternity stores 551 473 Leased maternity departments 97 106 --- --- Total 648 579 --- --- 7 Three Months Ended December 31, 1999 and 1998 Net Sales - --------- Net sales of $91.9 million in the first quarter of fiscal 2000 were $15.2 million (19.7%) higher than sales of $76.7 million in the first quarter of fiscal 1999. The increase in net sales was comprised of incremental revenues generated by 100 new maternity stores which opened in calendar year 1999 as well as an 8.2% comparable store sales increase during the first quarter of fiscal 2000 (based on 538 stores). Gross Profit - ------------ First quarter fiscal 2000 gross profit was $6.9 million (18%) higher than the $38.6 million gross profit for the first quarter fiscal 1999. The increase was largely attributable to the increase in sales. Gross profit as a percentage of sales in first quarter fiscal 2000 decreased to 49.6% from 50.3% in fiscal 1999. The decrease in gross profit as a percentage of sales results from sales in the Motherhood division, which operates at a lower gross profit margin, growing at a faster rate than higher margin sales in the high end maternity division. Selling, General & Administrative Expenses - ------------------------------------------ As a percentage of net sales, selling, general and administrative expenses decreased to 40.4% for the first quarter of fiscal 2000 from 40.9% for the first quarter of fiscal 1999. The decrease results principally from the increase in store sales and increased efforts to better control costs. The $5.7 million increase in selling, general and administrative costs is also largely a result of the increased sales. Operating Income - ---------------- Operating income increased to $8.4 million in the first quarter of fiscal 2000 as compared to $7.2 million in the first quarter of fiscal 1999. The increase in operating income is primarily a result of the increased sales volume. Interest Expense, Net - --------------------- Net interest expense decreased by $0.1 million in the first quarter of fiscal 2000 compared with the first quarter of fiscal 1999, and as a percentage of sales, decreased from 5.2% to 4.3%. The dollar decrease is largely attributable to the increased sales volume. Income Taxes - ------------ The effective income tax rate was 45.2% in the first quarter of fiscal 2000 as compared to 48.5% in the first quarter of fiscal 1999. The principal reason for the decrease in the effective income tax rate is the relationship of non- deductible goodwill amortization to income before income taxes. 8 LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Company's cash needs during the quarter ended December 31, 1999 have been primarily for furniture, and fixtures and leasehold improvements required to increase the number of retail locations. The Company also used excess cash flow to reduce its outstanding borrowings on its line of credit. The Company's cash source for the first quarter of fiscal 2000 has primarily been from operations. At December 31, 1999 and December 31, 1998 the Company had available cash and cash equivalents of $3.3 million. Net cash provided by operating activities was $9.6 million in the first quarter of fiscal 2000 compared with $4.1 million in the first quarter of fiscal 1999. The net cash provided by operating activities in the first quarter of fiscal 2000 includes cash provided by net income, including adjustments for non-cash items of $5.2 million, plus cash provided by working capital of $2.0 million. The principal component of cash used for working capital in the first quarter of fiscal 2000 was a $2.4 million increase in accounts payable and accrued expenses, which was partially offset by an increase in prepaid expenses. The net cash provided by working capital in the first quarter of fiscal 1999 includes cash provided by net income, including adjustments for non-cash items of $4.4 million, partially offset by cash used by working capital of $1.9 million. The principal component of cash used for working capital in the first quarter of fiscal 1999 consisted of a $6.4 million decrease in accounts payable and accrued expenses, which was partially offset by a decrease in prepaid expenses. Net cash used in investing activities increased from $0.9 million in the quarter ended December 31, 1998 to $6.0 million in the quarter ended December 31, 1999. The cash used in investing activities for the first quarter of fiscal 1999 amounted to $0.9 million that was derived principally from capital expenditures for new stores. This compares with investing activities amounting to $6.0 million for the first quarter of fiscal 2000, which included $5.9 million used for capital expenditures for new store facilities and improvements to existing stores and $0.1 million for intangible and other assets. Net cash used in financing activities decreased $2.0 million, from $3.5 million used in financing activities in the quarter ended December 31, 1998 to $1.5 million used in financing activities for the quarter ended December 31, 1999. The $1.5 million used in financing activities in the first quarter of fiscal 2000 was used to repay $1.2 million on the line of credit and cash overdraft activity, $0.2 million in purchases of common stock and $0.1 million in repayment of long-term debt. This compares with $3.4 million in repayment of borrowings on the line of credit and cash overdraft activity and $0.1 million in repayment of long-term debt in the same quarter of the preceding year. In November 1999, the lender under the Company's working capital facility informed the Company that it has agreed to increase its $44 million working capital facility to $50 million and extend the term of the facility from April 2001 to October 2004, subject to the finalization and execution of the working capital facility documents. In addition to the amount available for borrowing and letters of credit under the working capital facility, the Company also has an additional $4 million letter of credit to collateralize an Industrial Revenue Bond. Further, there are no financial covenant requirements unless Aggregate Adjusted Availability, as defined in the working capital facility agreement, falls below $10 million. In the event that the Aggregate Adjusted Availability falls below $10 million, then the Company must achieve a Minimum Cash Flow, as defined in the agreement, of not less than zero. Consistent with the previous working capital facility, the new working capital facility is secured by substantially all of the Company's assets. On February 2, 2000 the Company had $37.6 million in borrowings and $3.0 in additional letters of credit issued under the working capital facility, including the $4.0 million letter of credit collateralizing the Industrial Revenue Bond. The Company believes that its current cash and working capital positions, available borrowing capacity through its working capital facility and net cash expected to be generated from operations will be sufficient to fund the Company's working capital requirements and required principal and interest payments through fiscal 2000. 9 INFLATION - --------- The Company does not believe that inflation has had a material effect on the results of operations during the past three years. There can be no assurance that the Company's business will not be affected by inflation in the future. YEAR 2000 - --------- The Year issue 2000 issue arose principally from involves the inability of certain computer programs, commercial systems and embedded chips to properly interpret dates beyond the year 1999. The Company utilizes various proprietary and third party technologies -- both hardware and software --- which may be subject to this inability. There were no material, adverse implications to the Company's business on January 1, 2000 or any time since that date. The Company continues to believe that the reasonably likely worst case scenario would involve short-term disruption of systems affecting its supply and distribution channels. At the present time, the Company is not aware of any Year 2000 issues that are expected to materially affect its products, services, and competitive position of financial position. The Company's information technology department continues to oversee, monitor and coordinate a company- wide effort to ensure that any business interruptions as a result of year 2000 issues are resolved promptly. However, despite the Company's efforts to make its systems, facilities and equipment Year 2000 compliant, the compliance of 3/rd/ third party service providers and vendors is beyond the Company's control. Accordingly, the Company can give no assurances that the failure of the Company's systems or the systems of others companies on which the Company's systems rely, or the failure of key suppliers, vendors, or other third parties to comply with Year 2000 requirements, will not have a material adverse effect on the Company. SAFE HARBOR STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF - ---------------------------------------------------------------------------- 1995 - ---- The Company cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, of this Report or made from time to time by management of the Company involve risks and uncertainties, and are subject to change based on various important factors. The following factors, among others, in some cases have affected and in the future could affect the Company's financial performance and actual results and could cause actual results for fiscal 2000 and beyond to differ materially from those expressed or implied in any such forward-looking statements: changes in consumer spending patterns, raw material price increases, consumer preferences and overall economic conditions, the impact of competition and pricing, changes in weather patterns, availability of suitable store locations at appropriate terms, continued availability of capital and financing, ability to develop and source merchandise, ability to hire and train associates, changes in fertility and birth rates, political stability, currency and exchange risks, changes in existing or potential duties, tariffs or quotas, postal rate increases and charges, paper and printing costs, and other factors affecting the Company's business which are beyond the Company's control. 10 Item 3. Quantitative and Qualitative Disclosures about Market Risk The analysis below presents the sensitivity of the market value of the Company's financial instruments to selected changes in market rates. The range of change chosen reflects the Company's view of changes that are reasonably possible over a one-year period. The debt portfolio of instruments are the Company's is and are the principal component of its financial instruments. The market value of the debt portfolio is referred to below as the "Debt Value". The Company believes that the market risk exposure on other financial instruments is immaterial. At December 31, 1999, the major components of the Company's debt portfolio are Senior Unsecured Exchange Notes (the " Notes") and a Line of Credit (the "Line"), both denominated in US dollars. The Notes bear interest at a fixed rated of 12 5/8%, and the Line bears interest at a variable rate which, at December 31, 1999, was approximately 8 1/2%. While a change in interest rates would not affect the interest incurred or cash flow related to the fixed portion of the debt portfolio, the Debt Value would be affected. A change in interest rates on the variable portion of the debt portfolio impacts the interest incurred and cash flows, but does not impact the net financial instrument position. The sensitivity analysis as it relates to the fixed portion of the Company's debt portfolio assumes an instantaneous 100 basis point move in interest rates from their levels at December 31, 1999 with all other variables held constant. A 100 basis point increase in market interest rates would result in a decrease in Debt Value of $0.9 million at December 31, 1999. A 100 basis point decrease in market interest rates would result in a $0.9 million increase in Debt Value at December 31, 1999. Based on the variable rate debt included in the Company's debt portfolio at December 31, 1999, a 100 basis point increase in interest rates would result in an additional $0.3 million of interest incurred per year. A 100 basis point decrease would lower interest expense by $0.3 million. 11 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27 Financial Data Schedule (schedule submitted in electronic format only) (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. MOTHERS WORK, INC. Date: February 11, 2000 By: /s/ Dan W. Matthias -------------------------------------- Dan W. Matthias Chief Executive Officer And Chairman of the Board Date: February 11, 2000 By: /s/ Michael F. Devine, III -------------------------------------- Michael F. Devine, III Chief Financial Officer And Vice President - Finance 12 EXHIBIT INDEX ------------- Exhibit No. Description Page No. - ----------- ------------ -------------- 27 Financial Data Schedule (schedule submitted in Electronic format only) 14 13