Ambers Stores Inc – ‘10-Q’ for 4/28/96

As of:  Tuesday, 6/18/96   ·   For:  4/28/96   ·   Accession #:  950134-96-2977   ·   File #:  0-20327

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      13     59K 
 2: EX-27       Financial Data Schedule                                1      6K 

10-Q   —   Quarterly Report
Document Table of Contents

10-Q
1st Page of 13
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549 

FORM 10-Q 

(Mark One)                                                                      
[ X ]            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)               
OF THE SECURITIES EXCHANGE ACT OF 1934        
For the quarterly period ended April 28, 1996 

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 NO. 0-20327 

AMBER'S STORES, INC.
(Exact name of Registrant as specified in its charter)

       TEXAS                                      75-1985340
(State or other jurisdiction of                      (I.R.S. Employer   
  incorporation or organization)                    Identification Number)

12092 FORESTGATE
DALLAS, TEXAS  75243
(Address of principal executive offices)

(214) 889-1199
(Registrant's telephone number, including area code)

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.                                

                                           Shares Outstanding as
         Title                            of June 14, 1996
         -----                            ----------------

Common Stock, par value $.01 per share                5,496,800           

10-Q
2nd Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 2nd
AMBER'S STORES, INC.

FORM 10-Q 

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements                                                   

AMBER'S STORES, INC.

CONSOLIDATED BALANCE SHEETS 
(In thousands except share data)
(Unaudited) 

                                                        [Enlarge/Download Table]

                                                                    April 28,       January 28,
                                                                      1996              1996   
                                                                    ---------        --------- 
                                                                                               
Current assets:                                                                                
     Cash                                                           $     15         $     62  
     Merchandise inventories                                           7,276            8,129  
     Other current assets                                                110              144  
                                                                    --------         --------  
Total current assets                                                   7,401            8,335  

Property and equipment, at cost                                        2,970            3,024  
     Less accumulated depreciation                                     1,232            1,135  
                                                                    --------         --------  
                                                                       1,738            1,889  

Deposits and other assets                                                509              529  
                                                                    --------         --------  
                                                                    $  9,648         $ 10,753  
                                                                    ========         ========  

                                      LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)           

Current liabilities:                                                                           
     Accounts payable                                               $    861         $    512  
     Accrued liabilities                                               1,062            1,097  
     Line of credit                                                    6,177            6,020  
                                                                    --------         --------  
                 Total current liabilities                             8,100            7,629  

Deferred rent                                                            191              201  

Liabilities subject to compromise:                                                             
     Accounts payable                                                  9,956            9,956  
     Obligations under rejected executory contracts                    3,962            3,962  
     Priority tax claims                                                 700              700  
     Other                                                               225              256  
                                                                    --------         --------  
                                                                      14,843           14,874  
Shareholders' equity (deficit):                                                                
     Common stock - 5,496,800 shares outstanding                          55               55  
     Paid-in capital                                                  17,385           17,385  
     Accumulated deficit                                             (30,926)         (29,391) 
                                                                    --------         --------  
                 Total shareholders' equity (deficit)                (13,486)         (11,951) 
                                                                    --------         --------  
                                                                    $  9,648         $ 10,753  
                                                                    ========         ========  

See accompanying notes.                                                         

10-Q
3rd Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 3rd

AMBER'S STORES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS 
(In thousands except per share data)
(Unaudited) 

                                                                [Download Table]

                                                       Three Months Ended     
                                                   -------------------------- 
                                                   April 28,        April 30, 
                                                     1996             1995    
                                                   ---------        --------- 
                                                                              
Net sales                                          $  4,683         $  12,763 
Cost of sales and occupancy expense                   3,542            10,970 
                                                   --------         --------- 
Gross profit                                          1,141             1,793 
Selling, general and administrative expense           2,469             5,994 
                                                   --------         --------- 
Operating loss                                       (1,328)           (4,201)
Interest expense, net                                  (203)             (360)
Other income                                              7                27 
                                                   --------         --------- 
Loss before reorganization items and income taxes    (1,524)          (4,534) 
Reorganizations items                                    11               --  
                                                   --------         --------- 
Loss before income taxes                             (1,535)          (4,534) 
Provision for income taxes                               --               --  
                                                   --------         --------- 
Net loss                                           $ (1,535)        $ (4,534) 
                                                   ========         ========  

Loss per share                                     $  (0.28)       $   (0.82) 
                                                   ========         ========  

Weighted average common shares outstanding            5,497            5,497  
                                                   ========         ========  

See accompanying notes.                                                         

3 

10-Q
4th Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 4th

AMBER'S STORES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS 
(In thousands)
(Unaudited) 

                                                                [Download Table]

                                                          Three Months Ended    
                                                      --------------------------
                                                      April 28,        April 30,
                                                        1996             1995   
                                                      ---------        ---------
                                                                                
OPERATING ACTIVITIES:                                                           
Net loss                                              $ (1,535)        $ (4,534)
Adjustments to reconcile net loss to net                                        
    cash provided by (used in) operating activities:                            
     Depreciation and amortization                         134              259 
     Deferred rent                                         (10)             (26)
     Changes in operating assets and liabilities:                               
        Merchandise inventories                            853            5,202 
        Other current assets                                34              742 
        Accounts payable                                   349             (811)
        Accrued liabilities                                (35)              99 
        Liabilities subject to compromise                  (31)              -- 
                                                      --------         -------- 
Net cash provided by (used in) operating activities       (241)             931 

INVESTING ACTIVITIES:                                                           
Additions to property and equipment                        (34)            (134)
Cash received from sale of assets                           88               -- 
Deposits and other assets                                  (17)              -- 
                                                      --------         -------- 
Net cash provided by (used in) investing activities         37             (134)

FINANCING ACTIVITIES:                                                           
Advances (repayments) under line of credit                 157             (823)
                                                      --------         -------- 
Net cash provided by (used in) financing activities        157             (823)
                                                      --------         -------- 

Net decrease in cash                                       (47)             (26)
Cash at beginning of period                                 62              384 
                                                      --------         -------- 
Cash at end of period                                 $     15         $    358 
                                                      ========         ======== 

Cash paid during the period for interest              $    166         $    297 

See accompanying notes.                                                         

4 

10-Q
5th Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 5th

AMBER'S STORES, INC.

Notes to Consolidated Financial Statements
For the Three Months Ended April 28, 1996 
(Unaudited) 

Note A                                                                          

The accompanying financial statements are unaudited and, in the opinion of      
management, reflect all adjustments that are necessary for a fair presentation  
of the financial position and results of operations for the three months ended  
April 28, 1996.  All of such adjustments are of a normal and recurring nature.  
Because of the seasonal nature of the Company's business, the results of        
operations for the three months ended April 28, 1996 are not indicative of the  
results to be expected for the entire year.  In addition, due to the Company's  
filing under Chapter 11 of the U.S.  Bankruptcy Code and uncertainty regarding  
the Company's Plan of Reorganization, the results for the three months ended    
April 28, 1996, may not be indicative of the results to be expected for the     
entire year.  See "Liquidity and Capital Resources."                            

Note B                                                                          

Store merchandise inventories are valued at the lower of cost (determined by    
the retail method) or market.                                                   

5 

10-Q
6th Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 6th

Item 2.  Management's Discussion and Analysis of Financial Condition and        
Results of Operations                                         

General                                                                         

Amber's Stores, Inc. (the "Company") is a specialty retailer of arts and crafts 
products and related merchandise used chiefly for craft and hobby projects,     
home decorating and personalized gifts.  The Company operates 14 retail stores, 
with eight stores in Texas, three in Louisiana, two in Missouri, and one in     
Mississippi.  The Company operates three additional stores that it is in the    
process of closing.                                                             

Primarily as a result of liquidity constraints and declining store sales, the   
Company filed a Voluntary Petition for Relief under Chapter 11 of the Code on   
September 8, 1995.  Under the protection of Chapter 11, the Company is managing 
its affairs and operating its business as a debtor-in-possession.  As a         
debtor-in-possession, the Company is authorized to operate its business, but    
may not engage in transactions outside of the normal course of business without 
approval of the Bankruptcy Court.  See "Liquidity and Capital Resources."       

On January 19, 1996, the Company filed an amended Plan of Reorganization (the   
"Plan") consensual with the Committee of Unsecured Creditors.  The Plan         
contemplated that the existing security holders would receive, in exchange for  
their existing shares and upon additional contributions of cash, all of the new 
common stock of the reorganized Company.  The Plan contemplated that if         
sufficient additional cash was not contributed by existing shareholders, all of 
the new common stock of the reorganized Company would be issued to the          
unsecured creditors.  The Company's Plan also contemplated an increase in the   
current borrowing rate as a percentage of retail inventory.  Following approval 
of the Disclosure Statement, the Company solicited votes with respect to the    
Plan, and the Plan was approved by the unsecured creditors and shareholders of  
the Company.  However, the confirmation hearing on the Plan was postponed by    
the Bankruptcy Court pending a review of a proposal made by Old America Stores, 
Inc. ("Old America") to acquire substantially all assets of the Company.  Based 
on an agreement read into the record of the U. S. Bankruptcy Court on May 16,   
1996 ("the Old America Agreement"), Old America agreed to satisfy all secured   
claims, administrative claims, including priority claims, post- petition        
liabilities, and professional fees subject to a 10 percent reduction in the     
billed amounts, and to provide a fund in the aggregate not to exceed $600,000   
to pay allowed, unsecured claims five cents on the dollar.  Under the Old       
America Agreement, holders of the Company's outstanding common stock would have 
received nothing for their interests in the Company.  On June 6, 1996, Old      
America informed the Company that it was withdrawing its proposal to acquire    
Amber's.                                                                        

Due to the delay in the confirmation hearing for the Company's Plan, the        
Company did not receive its expected increase in borrowing rate from its        
lender.  As a result, certain of the Company's post-petition trade payables are 
past due beyond agreed upon terms.  The Company expects that the past due       
status of its trade payables will continue to adversely impact store inventory  
levels and future sales.  As a result, the Company is now attempting to         
identify the alternatives available to it, which may include the potential sale 
of all or substantially all of its stores to other third parties or the         
liquidation of the Company.  Since the Company has no commitment for            
post-confirmation financing, the Plan, as previously proposed, is not expected  
to be confirmed.  The Company does not expect that any alternatives which may   
be available to it will result in any recovery to the shareholders.  The        
Company is also exploring any potential claims or causes of action it may have  
against Old America based upon its failure to proceed with the Old America      
Agreement.  See "Liquidity and Capital Resources."                              

The consolidated financial statements have been prepared using accounting       
principles applicable to a going concern, which assumes realization of assets   
and settlement of liabilities in the normal course of business.  The            
appropriateness of using the going concern basis is dependent upon, among other 
things, confirmation of a Plan of Reorganization, the ability to comply with    
debtor-in-possession financing agreements, future profitable operations, and    
the ability to generate sufficient cash from operations to meet obligations.    
There can be no assurance that any Plan of Reorganization will be confirmed or  
that the Company will not be liquidated.  In addition, any final Plan of        
Reorganization may require additional                                           

6 

10-Q
7th Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 7th

material adjustments to asset values and liabilities which could result from    
asset disposals or liquidation of liabilities at amounts different than         
presently reflected in the accompanying consolidated financial statements.  See 
"Liquidity and Capital Resources."                                              

Results of Operations                                                           

The following table sets forth certain items in the consolidated statements of  
operations expressed as a percentage of net sales for the periods indicated:    

                                                                [Download Table]

                                                       Three Months Ended    
                                                   --------------------------
                                                   April 28,        April 30,
                                                     1996             1995   
                                                   ---------        ---------
                                                                             
Net sales                                            100.0%           100.0% 
Cost of sales and occupancy expense                   75.6             86.0  
                                                   ---------        ---------
Gross profit                                          24.4             14.0  
Selling, general and administrative expense           52.7             46.9  
                                                   ---------        ---------
Operating loss                                       (28.3)           (32.9) 
Interest expense, net                                 (4.3)            (2.8) 
Other income                                           0.1              0.2  
                                                   ---------        ---------
Loss before reorganization items and income taxes    (32.5)           (35.5) 
Reorganization items                                   0.3              0.0  
                                                   ---------        ---------
Loss before income taxes                             (32.8)           (35.5) 
Provision for income taxes                             0.0              0.0  
                                                   ---------        ---------
Net loss                                             (32.8)%          (35.5)%
                                                   =========        =========

In the discussion below, all percentages given for expense items are calculated 
as a percentage of net sales and represent percentage point increases or        
decreases for the applicable period.                                            

Three Months Ended April 28, 1996 Compared to Three Months Ended April 30, 1995 

Net sales for the three months ended April 28, 1996, were $4,683,000 compared   
to $12,763,000 for the three months ended April 30, 1995, a decrease of         
$8,080,000, or 63.3%, due primarily to a reduction in the number of stores in   
operation from 39 to 17 and a decrease in comparable stores.  Three stores were 
closed at the end of the first quarter of fiscal 1997 and an additional three   
stores will be closed by the end of the second quarter.  Sales for the 14       
continuing stores accounted for $3,495,000 of the total sales for the first     
quarter.  Sales for comparable stores (non-closing stores open during the       
entire three-month period of both fiscal years) decreased $1,399,000, or 28.6%. 
The stores that closed or are in the process of closing accounted for the       
remaining decrease in sales of $6,681,000.  Management believes the decrease in 
comparable store sales for the continuing stores was primarily attributable to  
lower than desirable in-stock positions on everyday basic merchandise and a     
decrease in promotional activity compared to the prior year.  Due to the        
Company's liquidity constraints, management expects continued decreases in      
sales.  See "Liquidity and Capital Resources."                                  

Cost of sales and occupancy expense decreased 10.4% due to a 12.2% improvement  
in gross margin achieved on merchandise sold, offset by a 1.8% increase in      
occupancy costs.  This increase in occupancy costs is attributable to lower     
average sales per store spread over relatively fixed rental expenses.           
Management believes the increase in gross margin on merchandise sold was due to 
a purchasing focus on basic merchandise and a decrease in special promotions,   
such as those done in the first quarter of the prior year to reduce excess      
inventory.                                                                      

Selling, general and administrative expense decreased to $2,469,000 (52.7% of   
net sales) for the first quarter of fiscal 1997 from $5,994,000 (46.9% of net   
sales) in fiscal 1996.  The decrease of $3,525,000 was due primarily to a       
decrease in the number of stores in operation, a reduction in corporate         
overhead and the elimination of the Company's distribution center.  Store       
expenses for the 14 continuing stores, which decreased $37,000, increased from  
30.7% to 41.9% of net sales, as a result of the decline in                      

7 

10-Q
8th Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 8th

comparable store sales.  The remaining reduction in store expenses of           
$2,570,000 is due to the reduction in the number of stores.  Corporate overhead 
decreased $669,000 primarily due to a decrease of $250,000 in corporate         
salaries resulting from a reduction in staffing and a decrease of $324,000 in   
professional fees related primarily to management assistance provided last year 
in the Company's revitalization efforts.  Distribution center overhead          
decreased $249,000 as the Company completed the closing of its distribution     
center in July 1995.  The Company is now outsourcing its distribution needs.    
Selling, general and administrative expense increased as a percentage of net    
sales due to the decline in comparable store sales.  If comparable store sales  
declines continue to be significant, selling, general and administrative        
expense could continue to increase as a percentage of net sales.                

Net interest expense decreased $157,000 in the first quarter of fiscal 1997,    
compared to the prior year, due to a decrease in the use of the Company's       
revolving credit facility.                                                      

The Company has recognized no tax benefit for the first quarter of fiscal 1997  
due to full use of its net operating loss carryback potential.                  

Seasonality                                                                     

The Company's business is seasonal, with its highest sales levels occurring in  
its third and fourth fiscal quarters.  This period, which includes the Fall,    
Halloween, Thanksgiving and Christmas seasons, has accounted for an average of  
approximately 60% of the Company's net store sales during the two fiscal years  
prior to fiscal 1996.  The first and second fiscal quarters have historically   
generated lower than average net sales.                                         

Liquidity and Capital Resources                                                 

The Company's current primary need for financing is to maintain inventory for   
the Company's existing stores. The Company relies on borrowings from banks,     
internally generated funds and credit made available by vendors to finance its  
inventory.  Cash used in operating activities for the first quarter amounted to 
$241,000, due primarily to the Company's net loss, offset by a reduction in     
inventory and an increase in trade payables.                                    

Primarily as a result of liquidity constraints and declining store sales, the   
Company filed a Voluntary Petition for Relief under Chapter 11 of the Code on   
September 8, 1995.  Under the protection of Chapter 11, the Company is managing 
its affairs and operating its business as a debtor-in-possession.  As a         
debtor-in-possession, the Company is authorized to operate its business, but    
may not engage in transactions outside of the normal course of business without 
approval of the Bankruptcy Court.                                               

On January 19, 1996, the Company filed an amended Plan of Reorganization (the   
"Plan") consensual with the Committee of Unsecured Creditors.  The Plan         
contemplated that the existing security holders would receive, in exchange for  
their existing shares and upon additional contributions of cash, all of the new 
common stock of the reorganized Company.  The Plan contemplated that if         
sufficient additional cash was not contributed by existing shareholders, all of 
the new common stock of the reorganized Company would be issued to the          
unsecured creditors.  The Company's Plan also contemplated an increase in the   
current borrowing rate as a percentage of retail inventory.  Following approval 
of the Disclosure Statement, the Company solicited votes with respect to the    
Plan, and the Plan was approved by the unsecured creditors and shareholders of  
the Company.  However, the confirmation hearing on the Plan was postponed by    
the Bankruptcy Court pending a review of a proposal made by Old America Stores, 
Inc. ("Old America") to acquire substantially all assets of the Company.  Based 
on an agreement read into the record of the U. S. Bankruptcy Court on May 16,   
1996 ("the Old America Agreement"), Old America agreed to satisfy all secured   
claims, administrative claims, including priority claims, post- petition        
liabilities, and professional fees subject to a 10 percent reduction in the     
billed amounts, and to provide a fund in the aggregate not to exceed $600,000   
to pay allowed, unsecured claims five cents on                                  

8 

10-Q
9th Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 9th

the dollar.  Under the Old America Agreement, holders of the Company's          
outstanding common stock would have received nothing for their interests in the 
Company.  On June 6, 1996, Old America informed the Company that it was         
withdrawing its proposal to acquire Amber's.                                    

Due to the delay in the confirmation hearing for the Company's Plan, the        
Company did not receive its expected increase in borrowing rate from Norwest    
Bank, N.A. ("Norwest") under the revolving credit facility described below.  As 
a result, certain of the Company's post-petition trade payables are past due    
beyond agreed upon terms.  The Company expects that the past due status of its  
trade payables will continue to adversely impact store inventory levels and     
future sales.  As a result, the Company is now attempting to identify the       
alternatives available to it, which may include the potential sale of all or    
substantially all of its stores to other third parties or the liquidation of    
the Company.  Since the Company has no commitment for post-confirmation         
financing, the Plan, as previously proposed, is not expected to be confirmed.   
The Company does not expect that any alternatives which may be available to it  
will result in any recovery to the shareholders.  The Company is also exploring 
any potential claims or causes of action it may have against Old America based  
upon its failure to proceed with the Old America Agreement.                     

The Company entered in to a three-year revolving credit facility effective      
September 22, 1995, with Norwest providing for borrowings up to $10 million,    
subject to certain borrowing base restrictions.  The "debtor-in-possession"     
financing arrangement was approved by the Bankruptcy Court and replaced the     
Company's previous $15 million facility.  The Norwest credit facility is        
secured by a lien on substantially all assets of the Company.  The facility is  
used to provide working capital and to secure the bank in the issuance of       
letters of credit requested by the Company.  Advances bear interest on the      
principal amount outstanding at a rate equal to the lender's prime rate plus    
2.25%.  The agreement requires the Company to pay a commitment fee on the       
unborrowed amount at a rate of .5% per annum.  Under the terms of the           
agreement, the Company is required to comply with certain financial and         
nonfinancial covenants, including a prohibition of the payment of dividends and 
limitation on capital expenditures.  The Norwest credit facility further        
required that the Company consummate a Plan of Reorganization on or before June 
1, 1996.  Since the confirmation of the Plan was delayed, the Company is in     
default on its agreement with Norwest and there can be no assurance that        
Norwest will make any future fundings to the Company.  As of June 11, 1996, the 
Company had borrowings under the facility totaling $5,884,000.  The Company's   
Plan contemplated an increase in the current borrowing rate as a percentage of  
retail inventory.  The Plan is not confirmable without such an increase and     
commitment from the bank for post- confirmation financing.  Norwest has         
indicated to the Company that it will not agree to increase the borrowing rate  
and enter into a commitment for post-confirmation financing under the           
previously proposed Plan.  Accordingly, the Company does not, at this time,     
believe that the Plan, as previously proposed, will be confirmed.               

9 

10-Q
10th Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 10th

AMBER'S STORES, INC.

FORM 10-Q 

PART II - OTHER INFORMATION 

Item 1.  Legal Proceedings                                                      

On September 8, 1995, the Company filed a voluntary petition for relief under   
Chapter 11 of the United States Bankruptcy Code with the United States          
Bankruptcy Court, Northern District of Texas, Dallas Division (the "Bankruptcy  
Court").  Under protection of Chapter 11, the Company is managing its affairs   
and operating its business as a debtor-in- possession.                          

On January 19, 1996, the Company filed an amended Plan of Reorganization (the   
"Plan") consensual with the Committee of Unsecured Creditors.  The Plan         
contemplated that the existing security holders would receive, in exchange for  
their existing shares and upon additional contributions of cash, all of the new 
common stock of the reorganized Company.  The Plan contemplated that if         
sufficient additional cash was not contributed by existing shareholders, all of 
the new common stock of the reorganized Company would be issued to the          
unsecured creditors.  The Company's Plan also contemplated an increase in the   
current borrowing rate as a percentage of retail inventory.  Following approval 
of the Disclosure Statement, the Company solicited votes with respect to the    
Plan, and the Plan was approved by the unsecured creditors and shareholders of  
the Company.  However, the confirmation hearing on the Plan was postponed by    
the Bankruptcy Court pending a review of a proposal made by Old America Stores, 
Inc. ("Old America") to acquire substantially all assets of the Company.  Based 
on an agreement read into the record of the U. S. Bankruptcy Court on May 16,   
1996 ("the Old America Agreement"), Old America agreed to satisfy all secured   
claims, administrative claims, including priority claims, post- petition        
liabilities, and professional fees subject to a 10 percent reduction in the     
billed amounts, and to provide a fund in the aggregate not to exceed $600,000   
to pay allowed, unsecured claims five cents on the dollar.  Under the Old       
America Agreement, holders of the Company's outstanding common stock would have 
received nothing for their interests in the Company.  On June 6, 1996, Old      
America informed the Company that it was withdrawing its proposal to acquire    
Amber's.                                                                        

Due to the delay in the confirmation hearing for the Company's Plan, the        
Company did not receive its expected increase in borrowing rate from its        
lender.  As a result, certain of the Company's post-petition trade payables are 
past due beyond agreed upon terms.  The Company expects that the past due       
status of its trade payables will continue to adversely impact store inventory  
levels and future sales.  As a result, the Company is now attempting to         
identify the alternatives available to it, which may include the potential sale 
of all or substantially all of its stores to other third parties or the         
liquidation of the Company.  Since the Company has no commitment for            
post-confirmation financing, the Plan, as previously proposed, is not expected  
to be confirmed.  The Company does not expect that any alternatives which may   
be available to it will result in any recovery to the shareholders.  The        
Company is also exploring any potential claims or causes of action it may have  
against Old America based upon its failure to proceed with the Old America      
Agreement.  See "Liquidity and Capital Resources."                              

In addition to the foregoing, the Company is a defendant from time to time in   
routine lawsuits incidental to its business.  Except for the proceeding         
discussed above which are pending in the Bankruptcy Court, the Company believes 
that none of such current proceedings, individually or in the aggregate, will   
have a material adverse effect on the operations or financial position of the   
Company.                                                                        

10

10-Q
11th Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 11th

Item 6.  Exhibits and Reports on Form 8-K                                       

(a)   The following exhibits are filed as part of this Quarterly Report on
Form 10-Q:                                                                      

   3.1  Restated Articles of Incorporation of the Registrant (1)
3.2  Restated Bylaws of the Registrant (1)                
4.1  Specimen Common Stock Certificate (1)                
27    Financial Data Schedule (2)                           

       (1)   Previously filed as an exhibit to the Registrant's Registration
           Statement No. 33-48429 on Form S-1 and incorporated herein by
reference.                                        

(2)   Filed herewith.                                         

(b)    Reports on Form 8-K                                                

No reports on Form 8-K were filed during the period.          

11

10-Q
12th Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 12th

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.                                          

AMBER'S STORES, INC.                                                            

By:      /s/ Neal W. Stevens                                                    
-------------------------------------                         
Neal W. Stevens                                               
President and Chief Executive Officer                         
(Principal Executive Officer)                                 

/s/ J. Lamar Roberts                                          
-------------------------------------                         
J. Lamar Roberts                                              
Vice President-Finance, Treasurer                             
and Chief Financial Officer                                   
(Principal Financial Officer)                                 

Dated:  June 14, 1996                                         

12

10-Q
Last Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 13th

INDEX TO EXHIBITS 

EXHIBIT                                                                         
NUMBER                           DESCRIPTION                                    
-------                          -----------                                    

3.1        Restated Articles of Incorporation of the Registrant (1)     
3.2        Restated Bylaws of the Registrant (1)                        
4.1        Specimen Common Stock Certificate (1)                        
27          Financial Data Schedule (2)                                   

-------                                                                         

(1)  Previously filed as an exhibit to the Registrant's Registration Statement  
No. 33-48429 on Form S-1 and incorporated herein by reference.        

(2)  Filed herewith.                                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
Filed on:		6/18/96							None on these Dates
		6/14/96		1		12
		6/11/96		9
		6/6/96		6		10
		6/1/96		9
		5/16/96		6		10
For Period End:		4/28/96		1		7
		1/19/96		6		10
		9/22/95		9
		9/8/95		6		10
		4/30/95		7
									List all Filings