CHILDRENS PLACE RETAIL STORES INC - 10-Q Quarterly Report

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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 November 2, 2002

/ / 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 0-23071

THE CHILDREN'S PLACE RETAIL STORES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 31-1241495
(State or other jurisdiction of (I. R. S. employer identification
incorporation or organization) number)

915 SECAUCUS ROAD
SECAUCUS, NEW JERSEY 07094
(Address of Principal Executive Offices) (Zip Code)

(201) 558-2400
(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.

Common Stock, par value $0.10 per share, outstanding at December 9,
2002: 26,596,654 shares.

THE CHILDREN'S PLACE RETAIL STORES, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 2, 2002

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements: PAGE
----

Consolidated Balance Sheets....................................................... 1

Consolidated Statements of Income................................................. 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..................................................................... 6

Item 3. Quantitative and Qualitative Disclosures about Market Risks....................... 9

Item 4. Controls and Procedures........................................................... 9

PART II - OTHER INFORMATION

Item 1. Legal Proceedings................................................................. 10

Item 6. Exhibits and Reports on Form 8-K.................................................. 10

Signatures................................................................................. 11

PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

THE CHILDREN'S PLACE RETAIL STORES, INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The accompanying notes to consolidated financial statements are an integral
part of these consolidated balance sheets.

1

THE CHILDREN'S PLACE RETAIL STORES, INC.

CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.

2

THE CHILDREN'S PLACE RETAIL STORES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)

The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.

3

THE CHILDREN'S PLACE RETAIL STORES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States ("GAAP") for interim financial information. Certain information
and footnote disclosures required by GAAP for complete financial statements have
been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, the
accompanying unaudited financial statements contain all material adjustments,
consisting of normal recurring accruals, necessary to present fairly the
Company's financial position, results of operations and cash flow for the
periods indicated, and have been prepared in a manner consistent with the
audited financial statements as of February 2, 2002. These financial statements
should be read in conjunction with the audited financial statements and
footnotes for the fiscal year ended February 2, 2002 included in the Company's
Annual Report on Form 10-K for the year ended February 2, 2002 filed with the
Securities and Exchange Commission. Due to the seasonal nature of the Company's
business, the results of operations for the thirty-nine weeks ended November 2,
2002 and November 3, 2001 are not necessarily indicative of operating results
for a full fiscal year.

2. NET INCOME PER COMMON SHARE

In accordance with Statement of Financial Accounting Standards No. 128,
"Earnings Per Share," the following table reconciles net income and share
amounts utilized to calculate basic and diluted net income per common share.

Antidilutive options consist of the weighted average of stock options
for the respective periods ended November 2, 2002 and November 3, 2001 that had
an exercise price greater than the average market price during the period. Such
options are therefore excluded from the computation of diluted shares.

3. COMPREHENSIVE INCOME

The following table presents the Company's comprehensive income:

4

THE CHILDREN'S PLACE RETAIL STORES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(CONTINUED)

4. LITIGATION

The Company is involved in various legal proceedings arising in the
normal course of its business. In the opinion of management, any ultimate
liability arising out of such proceedings will not have a material adverse
effect on the Company's financial position or results of operations.

5. CANADIAN LEASE ACQUISITION

On May 1, 2002, the Company acquired the leases for 23 stores and other
assets from Au Coin des Petits/Young Canada, the children's division of Comark,
Inc., for an immaterial amount. The Company successfully negotiated to extend
the terms of all the acquired leases to provide for full lease terms of
approximately 10 years. The stores are based in regional malls located in the
provinces of Ontario and Quebec. The Company converted the acquired locations
into The Children's Place stores and reopened 13 stores in the second quarter of
fiscal 2002. The remaining 10 stores opened in August 2002. To facilitate this
expansion, the Company has leased an approximately 30,000 square foot
distribution center in Mississauga, Ontario. The Company also entered into a $10
million (Canadian Dollar) facility with Toronto Dominion Bank for its Canadian
subsidiary that is secured by a standby letter of credit.

6. RECENT ACCOUNTING PRONOUNCEMENTS

Effective February 3, 2002, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 144 "Accounting for the Impairment or Disposal
of Long-Lived Assets." SFAS No. 144 supersedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and
the accounting and reporting provisions of APB Opinion No. 30, "Reporting the
Results of Operations, Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" and establishes accounting and reporting standards for the
impairment or disposal of long-lived assets. SFAS No. 144 requires that those
assets be measured at the lower of carrying amount or fair value less cost to
sell. SFAS No. 144 also broadens the reporting of discontinued operations to
include all components of an entity with operations that can be distinguished
from the rest of the entity that will be eliminated from the ongoing operations
of the entity in a disposal transaction. The adoption of this new principle did
not have a material impact on the Company's results of operations or financial
position.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This Statement rescinds SFAS No. 4, "Reporting Gains and Losses
from Extinguishment of Debt," and an amendment of that Statement, SFAS No. 64,
"Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements." This
Statement also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor
Carriers." This Statement amends SFAS No. 13 "Accounting for Leases," to
eliminate an inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions. This
Statement also amends other existing authoritative pronouncements to make
various technical corrections, clarify meanings or describe their applicability
under changed conditions. The adoption of this new principle did not have a
material impact on the Company's results of operations or financial position.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." SFAS No. 146
requires that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. This Statement also
established that fair value is the objective for initial measurement of the
liability. The provisions of SFAS No. 146 are effective for exit or disposal
activities that are initiated after December 31, 2002. The Company believes that
the adoption of this Statement will not have a significant impact on its results
of operations or financial position.

5

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS
WITHIN THE MEANING OF FEDERAL SECURITIES LAWS, WHICH ARE INTENDED TO BE COVERED
BY THE SAFE HARBORS CREATED THEREBY. THOSE STATEMENTS INCLUDE, BUT MAY NOT BE
LIMITED TO, THE DISCUSSIONS OF THE COMPANY'S OPERATING AND GROWTH STRATEGY.
INVESTORS ARE CAUTIONED THAT ALL FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND
UNCERTAINTIES INCLUDING, WITHOUT LIMITATION, THOSE SET FORTH UNDER THE CAPTION
"RISK FACTORS" IN THE BUSINESS SECTION OF THE COMPANY'S ANNUAL REPORT ON FORM
10-K FOR THE YEAR ENDED FEBRUARY 2, 2002. ALTHOUGH THE COMPANY BELIEVES THAT THE
ASSUMPTIONS UNDERLYING THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE
REASONABLE, ANY OF THE ASSUMPTIONS COULD PROVE TO BE INACCURATE, AND THEREFORE,
THERE CAN BE NO ASSURANCE THAT THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS
QUARTERLY REPORT ON FORM 10-Q WILL PROVE TO BE ACCURATE. IN LIGHT OF THE
SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD-LOOKING STATEMENTS INCLUDED
HEREIN, THE INCLUSION OF SUCH INFORMATION SHOULD NOT BE REGARDED AS A
REPRESENTATION BY THE COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES AND PLANS
OF THE COMPANY WILL BE ACHIEVED. THE COMPANY UNDERTAKES NO OBLIGATION TO
PUBLICLY RELEASE ANY REVISIONS TO ANY FORWARD-LOOKING STATEMENTS CONTAINED
HEREIN TO REFLECT EVENTS AND CIRCUMSTANCES OCCURRING AFTER THE DATE HEREOF OR TO
REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S
UNAUDITED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS
QUARTERLY REPORT ON FORM 10-Q AND THE ANNUAL AUDITED FINANCIAL STATEMENTS AND
NOTES THERETO INCLUDED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED FEBRUARY 2, 2002, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, selected
income statement data expressed as a percentage of net sales:

THIRTEEN WEEKS ENDED NOVEMBER 2, 2002 (THE "THIRD QUARTER 2002") COMPARED TO
THIRTEEN WEEKS ENDED NOVEMBER 3, 2001 (THE "THIRD QUARTER 2001")

Net sales decreased by $8.0 million, or 4%, to $173.4 million during
the Third Quarter 2002 from $181.4 million during the Third Quarter 2001. During
the Third Quarter 2002, we opened 30 new stores, including 13 stores in Canada,
and closed 1 store. Our net sales decrease resulted from a 21% comparable store
sales decline in the Third Quarter 2002, which decreased our net sales by $35.1
million. Net sales for the 30 new stores, as well as the other stores that did
not qualify as comparable stores, increased our net sales by $27.1 million.
Comparable store sales decreased 9% during the Third Quarter 2001.

During the Third Quarter 2002, our comparable store sales decline
resulted from low inventory levels partially caused by late deliveries and a
merchandise mix that was too heavily skewed to fashion merchandise and
contained an over assortment of styles. Our comparable store sales decline
was also unfavorably impacted by a slowdown in store traffic that was caused
in part by the difficult economic climate. As a result, we experienced a
lower average transaction size and a lower number of comparable store
transactions compared to the Third Quarter 2001. Although we sold more units
per transaction during the Third Quarter 2002 than the Third Quarter 2001,
the average retail price was lower as a result of the aggressive markdowns
taken to clear our summer and fall merchandise, as well as our strategic
decision to lower prices in order to be more competitive.

6

During the four weeks ended November 30, 2002, we experienced an 18%
comparable store sales decline, as compared to a 16% comparable store sales
decline in the four weeks ended December 1, 2001. Sales continued to be
unfavorably impacted by a merchandise mix that was too heavily skewed to fashion
merchandise and contained an over assortment of styles, low inventory levels,
particularly in our core basic styles, and lower average unit retails. Our low
inventory levels were in part a result of delivery delays on our holiday lines,
some of which were due to the West Coast ports labor dispute.

Gross profit decreased by $22.3 million to $61.7 million during the
Third Quarter 2002 from $84.1 million during the Third Quarter 2001. As a
percentage of net sales, gross profit decreased 10.7% to 35.6% during the Third
Quarter 2002 from 46.3% during the Third Quarter 2001. The decrease in gross
profit, as a percentage of net sales, was principally due to substantially
higher markdowns taken to clear summer and fall merchandise and higher occupancy
costs, partially offset by higher initial markup achieved through lower product
costs from our manufacturers. Occupancy costs were higher, as a percentage of
net sales, due to our comparable store sales decline and increased occupancy
costs from new stores that have not been open long enough to leverage their rent
through an established sales base. In addition, gross profit was also
unfavorably impacted by incremental freight costs we incurred due to the West
Coast ports labor dispute.

Selling, general and administrative expenses increased $4.1 million
to $49.9 million during the Third Quarter 2002 from $45.8 million during the
Third Quarter 2001. Selling, general and administrative expenses were 28.8%
of net sales during the Third Quarter 2002, as compared with 25.2% during the
Third Quarter 2001. This increase, as a percentage of net sales, was
primarily due to higher store payroll costs and increased insurance and
marketing costs. Store payroll, as a percentage of net sales, was unfavorably
impacted by our comparable store sales decline. Our marketing costs were
higher in the Third Quarter 2002, as a percentage of net sales, due to our
marketing campaign to introduce The Children's Place brand in Canada, as well
as the timing of our holiday print media campaign. During fiscal 2001, our
holiday print media campaign was incurred in the fourth quarter.

Depreciation and amortization amounted to $9.3 million, or 5.4% of net
sales, during the Third Quarter 2002, as compared to $7.4 million, or 4.1% of
net sales, during the Third Quarter 2001. The increase in depreciation and
amortization primarily was a result of increases to our store base and increased
software amortization.

During the Third Quarter 2002, we recorded net interest income of $0.1
million, or 0.1% of net sales, due to our net cash investment position. At the
end of the Third Quarter 2002, we had no borrowings under our working capital
facility other than letters of credit. During the Third Quarter 2001, we
recorded interest expense of $0.2 million, or 0.1% of net sales, due to
borrowings under our working capital facility.

Our provision for income taxes for the Third Quarter 2002 was $1.0
million, as compared to a $12.0 million provision in the Third Quarter 2001.
Our effective tax rate was 38.5% and 39.0% during the Third Quarter 2002 and
the Third Quarter 2001, respectively.

Due to the factors discussed above, net income was $1.6 million
and $18.7 million during the Third Quarter 2002 and the Third Quarter 2001,
respectively.

THIRTY-NINE WEEKS ENDED NOVEMBER 2, 2002 COMPARED TO THIRTY-NINE WEEKS ENDED
NOVEMBER 3, 2001

Net sales increased $16.5 million, or 4%, to $474.7 million during the
thirty-nine weeks ended November 2, 2002 from $458.2 million during the
thirty-nine weeks ended November 3, 2001. Net sales for the 110 stores opened
during the thirty-nine weeks ended November 2, 2002, as well as the other stores
that did not qualify as comparable stores, contributed $76.8 million of the net
sales increase. This net sales increase was partially offset by a 15% comparable
store sales decline in the thirty-nine weeks ended November 2, 2002, which
decreased our net sales by $60.3 million. Comparable store sales decreased 8%
during the thirty-nine weeks ended November 3, 2001. During the thirty-nine
weeks ended November 2, 2002, our comparable store sales decline was
attributable to low inventory levels and a merchandise mix that was too heavily
skewed to fashion merchandise and contained an over assortment of styles. Our
comparable store sales decline was also unfavorably impacted by a slowdown in
store traffic that was caused in part by the difficult economic climate.

Gross profit decreased by $15.8 million to $177.3 million during the
thirty-nine weeks ended November 2, 2002 from $193.1 million during the
thirty-nine weeks ended November 3, 2001. As a percentage of net sales, gross
profit decreased 4.8% to 37.3% during the thirty-nine weeks ended November 2,
2002 from 42.1% during the thirty-nine weeks ended November 3, 2001. The
decrease in gross profit, as a percentage of net sales, was principally due to
higher occupancy costs and higher markdowns, partially offset by a higher
initial markup achieved through lower product costs from our manufacturers.
Occupancy costs were higher, as a percentage of net sales, due to our comparable
store sales decline and increased occupancy costs from new stores that have not
been open long enough to leverage their rent through an established sale base.
Markdowns were higher, as a percentage of net sales, due to substantially higher
markdowns taken to clear summer and fall merchandise during the second and third
quarters of fiscal 2002.

7

Selling, general and administrative expenses increased $13.2 million to
$140.9 million during the thirty-nine weeks ended November 2, 2002 from $127.7
million during the thirty-nine weeks ended November 3, 2001. Selling, general
and administrative expenses were 29.7% of net sales during the thirty-nine weeks
ended November 2, 2002 as compared with 27.8% of net sales during the
thirty-nine weeks ended November 3, 2001. As a percentage of net sales, selling,
general and administrative expenses increased due to higher store payroll,
medical benefit costs and start-up costs from our expansion into Canada,
partially offset by a benefit received from insurance proceeds and management
cost cutting initiatives. The benefit from insurance proceeds from a property
damage claim from one of our distribution centers approximated $1.2 million, or
0.3% of net sales. Store payroll, as a percentage of net sales, was unfavorably
impacted by our comparable store sales decline.

Depreciation and amortization amounted to $26.0 million, or 5.4% of net
sales, during the thirty-nine weeks ended November 2, 2002, as compared to $19.7
million, or 4.3% of net sales, during the thirty-nine weeks ended November 3,
2001. The increase in depreciation and amortization primarily was a result of a
larger store base and increased software amortization.

During the thirty-nine weeks ended November 2, 2002, we recorded net
interest income of $0.5 million, or 0.1% of net sales, due to our net cash
investment position. At the end of the thirty-nine weeks ended November 2, 2002,
we had no borrowings under our working capital facility other than letters of
credit. During the thirty-nine weeks ended November 3, 2001, we recorded
interest expense of $0.3 million due to borrowings under our working capital
facility.

Our provision for income taxes for the thirty-nine weeks ended November
2, 2002 was $4.2 million, as compared to a $17.7 million provision during the
thirty-nine weeks ended November 3, 2001. Our effective tax rate was 38.5% and
39.0% during the thirty-nine weeks ended November 2, 2002 and the thirty-nine
weeks ended November 3, 2001, respectively.

Due to the factors discussed above, net income was $6.6 million and
$27.6 million during the thirty-nine weeks ended November 2, 2002 and the
thirty-nine weeks ended November 3, 2001, respectively.

LIQUIDITY AND CAPITAL RESOURCES

DEBT SERVICE/LIQUIDITY

Our primary uses of cash are financing new store openings and providing
for working capital, which principally represents the purchase of inventory. Our
working capital needs follow a seasonal pattern, peaking during the second and
third quarters when inventory is purchased for the back to school and holiday
seasons. We have been able to meet our cash needs principally by using cash on
hand, cash flows from operations and seasonal borrowings under our working
capital facility. As of November 2, 2002, we had no long-term debt obligations.

Our working capital facility provides for borrowings up to $75 million
(including a sublimit for letters of credit of $60 million). As of November 2,
2002, we had no borrowings under our working capital facility and had
outstanding letters of credit of $28.5 million. Availability under our working
capital facility was $46.5 million. The maximum outstanding letter of credit
usage under our working capital facility during the thirty-nine weeks ended
November 2, 2002 was $29.1 million. As of November 2, 2002, we were in
compliance with all of our covenants under our working capital facility.

We amended our working capital facility to provide for direct
borrowings of our Canadian subsidiary. We have also entered into a $10
million (Canadian dollar) facility with Toronto Dominion Bank for our
Canadian subsidiary that is secured by a standby letter of credit. As of
November 2, 2002, we had no borrowings under our Canadian facility and had
outstanding letters of credit of $0.1 million (Canadian dollars). The maximum
outstanding usage under our Canadian credit facility was $2.5 million
(Canadian dollars) since the inception of the facility in July 2002.

CASH FLOWS/CAPITAL EXPENDITURES

During the thirty-nine weeks ended November 2, 2002, operating
activities provided $7.9 million in cash flow as compared to $34.7 million in
cash flow provided by operating activities during the thirty-nine weeks ended
November 3, 2001. During the thirty-nine weeks ended November 2, 2002, cash
flows provided by operating activities decreased primarily as a result of lower
operating earnings and increases in current assets, partially offset by
increases in current liabilities.

Cash flows used in investing activities were $40.5 million and $39.9
million in the thirty-nine weeks ended November 2, 2002 and the thirty-nine
weeks ended November 3, 2001, respectively. Cash flows used in investing
activities primarily represented capital expenditures for new store openings and
remodelings.

In the thirty-nine weeks ended November 2, 2002 and the thirty-nine
weeks ended November 3, 2001, we opened 110 and 114 stores, respectively. During
the Second Quarter 2002, we also opened an approximately 30,000 square foot
distribution center in Mississauga, Ontario to support our Canadian operations.
In the thirty-nine weeks ended November 2, 2002, we remodeled 4 stores and
converted 3 stores

8

into our combo format. During the thirty-nine weeks ended November 3, 2001,
we remodeled 8 stores. As of December 16, 2002, we have opened a total of 126
stores, remodeled 5 stores and converted 5 stores to our combo format. We
have closed one store during the thirty-nine weeks ended November 2, 2002 and
plan to close an additional 2 stores during the remainder of fiscal 2002.
Capital expenditures also include hardware and software to support our
information systems initiatives, along with ongoing store, office and
distribution equipment needs. We anticipate that total capital expenditures
during fiscal 2002 will be approximately $50 million, including our expansion
into Canada. We plan to fund these capital expenditures primarily with cash
on hand and cash flows from operations.

Cash flows provided by financing activities were $1.9 million during
the thirty-nine weeks ended November 2, 2002 as compared to $5.7 million
provided by financing activities in the thirty-nine weeks ended November 3,
2001. During the thirty-nine weeks ended November 2, 2002, cash flows provided
by financing activities reflected funds received from the exercise of employee
stock options and employee stock purchases. During the thirty-nine weeks ended
November 3, 2001, cash flow provided by financing activities reflected net
borrowings under our working capital facility and funds received from the
exercise of employee stock options and employee stock purchases.

During fiscal 2003, we anticipate opening approximately 50 stores. We
believe that cash on hand, cash generated from operations and funds available
under our working capital facility will be sufficient to fund our capital and
other cash flow requirements for at least the next 12 months. In addition, we
will consider additional sources of financing to fund our long-term growth, as
necessary.

Our ability to meet our capital requirements will depend on our ability
to generate cash from operations and successfully implement our store expansion
plans.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

None.

ITEM 4.: CONTROLS AND PROCEDURES

During the 90-day period prior to the filing of this report,
management, including the Company's Chief Executive Officer and Chief Financial
Officer, evaluated the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based upon that evaluation, and as
of the date of that evaluation, the Company's Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures were effective, in all material respects, to ensure that information
required to be disclosed in the reports the Company files under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported as and when
required. There have been no significant changes in the Company's internal
controls or in other factors which could significantly affect internal controls
subsequent to the date the Company carried out its evaluation.

9

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in various legal proceedings arising in the
normal course of its business. In the opinion of management, any ultimate
liability arising out of such proceedings will not have a material adverse
effect on the Company's financial position or results of operations.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

(b) REPORTS ON FORM 8-K

None

10

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.

THE CHILDREN'S PLACE
RETAIL STORES, INC.
Date: December 16, 2002
By: /s/ Ezra Dabah
----------------------------------
Chairman of the Board and
Chief Executive Officer
(Principal Financial Officer)

Date: December 16, 2002 By: /s/ Seth L. Udasin
----------------------------------
Vice President and
Chief Financial Officer
(Principal Financial Officer)

11

CERTIFICATIONS

I, Ezra Dabah, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The
Children's Place Retail Stores, Inc.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this
quarterly report;

4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:

(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and

(c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function):

(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

Date: December 16, 2002

By: /s/ Ezra Dabah
---------------------------------
Chairman of the Board and
Chief Executive Officer

12

CERTIFICATIONS

I, Seth L. Udasin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The
Children's Place Retail Stores, Inc.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this
quarterly report;

4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:

(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and

(c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function):

(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

Date: December 16, 2002

By: /s/ Seth L. Udasin
---------------------------------
Vice President and
Chief Financial Officer

13

CERTIFICATIONS

I, Ezra Dabah, Chairman and Chief Executive Officer of The Children's
Place Retail Stores, Inc. (the "Company"), pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, do hereby certify as follows:

1. The quarterly report of the Company on Form 10-Q for the period ended
November 2, 2002 fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such quarterly report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.

IN WITNESS WHEREOF, I have executed this Certification this 16th day of
December, 2002.

By: /s/ Ezra Dabah
---------------------------------
Chairman of the Board and
Chief Executive Officer

I, Seth L. Udasin, Vice President and Chief Financial Officer of The
Children's Place Retail Stores, Inc. (the "Company"), pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, do hereby certify as follows:

1. The quarterly report of the Company on Form 10-Q for the period ended
November 2, 2002 fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such quarterly report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.

IN WITNESS WHEREOF, I have executed this Certification this 16th day of
December, 2002.

By: /s/ Seth L. Udasin
---------------------------------
Vice President and
Chief Financial Officer

14