SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 28, 1998
Commission File Number 1-12381
LINENS 'N THINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3463939
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
6 Brighton Road, Clifton, New Jersey 07015
(Address of principal executive offices) (Zip Code)
(973) 778-1300
(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
Number of shares outstanding of the issuer's Common Stock:
Class Outstanding at May 8, 1998
Common Stock, $0.01 par value 38,893,306
<PAGE>
INDEX
Part I. - Financial Information Page No.
--------
Consolidated Statements of Operations for the
Thirteen Weeks Ended March 28,1998 and March 29, 1997 3
Consolidated Balance Sheets as of March 28, 1998,
December 31, 1997 and March 29, 1997 4
Consolidated Statements of Cash Flows for the
Thirteen Weeks Ended March 28, 1998 and March 29, 1997 5
Notes to Consolidated Financial Statements 6-7
Independent Auditors' Review Report 8
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-11
Part II. - Other Information 12
Item 4 - Submission of Matters to a Vote of Security Holders 12
Item 6 - Exhibits and Reports on Form 8-K 12
Exhibit Index 12
<PAGE>
<TABLE>
<CAPTION>
LINENS 'N THINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Thirteen Weeks Ended
----------------------------------------
March 28, March 29,
1998 1997
------------------- ----------------
(Unaudited)
<S> <C> <C>
Net sales $ 218,037 $ 179,911
Cost of sales, including buying and warehousing costs 134,707 111,596
------------------- ----------------
Gross profit 83,330 68,315
Selling, general and administrative expenses 81,133 67,371
------------------- ----------------
Operating profit 2,197 944
Interest (income) expense, net (203) 336
------------------- ----------------
Income before provision for income taxes 2,400 608
Provision for income taxes 925 256
------------------- ----------------
Net income $ 1,475 $ 352
=================== ================
Per share of common stock:
Basic
Net income $ 0.04 $ 0.01
------------------- ----------------
Weighted average shares outstanding 38,763 38,536
Diluted
Net income $ 0.04 $ 0.01
------------------- ----------------
Weighted average shares outstanding 40,206 39,197
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
LINENS 'N THINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of March 28, 1998, December 31, 1997 and March 29, 1997
(in thousands, except share amounts)
March 28, December 31, March 29,
1998 1997 1997
(Unaudited) (Unaudited)
----------------- ----------------- ----------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 26,118 $ 39,882 $ 3,048
Accounts receivable, net 13,076 13,764 15,738
Inventories 233,245 223,188 202,166
Prepaid expenses and other current assets 11,260 13,058 9,785
----------------- ----------------- ----------------
Total current assets 283,699 289,892 230,737
Property and equipment, net 154,424 154,480 137,862
Goodwill, net 21,313 21,526 22,163
Deferred charges and other noncurrent assets, net 6,032 6,201 6,117
================= ================= ================
Total assets $ 465,468 $ 472,099 $ 396,879
================= ================= ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 102,678 $ 98,418 $ 67,971
Accrued expenses and other current liabilities 52,255 68,099 40,143
Short-term debt -- -- 5,720
----------------- ----------------- ----------------
Total current liabilities 154,933 166,517 113,834
Long-term note -- -- 13,500
Deferred income taxes and other long-term liabilities 26,025 25,547 19,466
Shareholders' equity:
Preferred stock, $.01 par value;
1,000,000 shares authorized;
none issued and outstanding -- -- --
Common stock, $.01 par value;
60,000,000 shares authorized;
38,862,808 issued and outstanding at
March 28, 1998, 38,633,840 at
December 31, 1997 and 38,535,516 at March 29, 1997 388 386 386
Additional paid-in capital 207,512 204,514 199,996
Retained earnings 76,610 75,135 49,697
----------------- ----------------- ----------------
Total shareholders' equity 284,510 280,035 250,079
Total liabilities and shareholders' equity $ 465,468 $ 472,099 $ 396,879
================= ================= ================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
LINENS 'N THINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Thirteen Weeks Ended
---------------------------
March 28, March 29,
1998 1997
----------- ----------
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,475 $ 352
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 5,004 4,264
Deferred income taxes 215 450
Loss on disposal of assets 214 634
Changes in assets and liabilities:
Decrease in accounts receivable 688 1,646
Increase in inventories (10,057) (32)
Decrease in prepaid expenses and other
current assets 1,592 1,099
Decrease in accounts payable (4,965) (19,241)
Decrease in accrued expenses
and other liabilities (7,624) (3,161)
--------------- -------------
Net cash used in operating activities (13,458) (13,989)
--------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (4,780) (3,875)
--------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of short-term debt -- 5,720
Proceeds from common stock exercised under
stock incentive plans 3,000 --
Increase (decrease) in book overdrafts 1,474 (11,722)
--------------- -------------
Net cash provided by (used in) financing activities 4,474 (6,002)
--------------- -------------
Net decrease in cash and cash equivalents (13,764) (23,866)
Cash and cash equivalents at beginning of year 39,882 26,914
--------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 26,118 $ 3,048
=============== =============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
LINENS 'N THINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying consolidated financial statements, except for the December 31,
1997 consolidated balance sheet, are unaudited. In the opinion of management,
the accompanying consolidated financial statements contain all adjustments
(consisting of only normal recurring accruals) necessary to present fairly the
financial position of the Company as of March 28, 1998 and March 29, 1997 and
the results of operations and cash flows for the respective thirteen weeks then
ended. Because of the seasonality of the specialty retailing business, operating
results of the Company on a quarterly basis may not be indicative of operating
results for the full year.
These consolidated financial statements should be read in conjunction with the
Company's audited Consolidated Financial Statements for the year ended December
31, 1997, included in the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission. All significant intercompany accounts and
transactions have been eliminated.
The December 31, 1997 consolidated balance sheet amounts have been derived from
the Company's audited consolidated balance sheet amounts.
2. Short-Term Borrowing Arrangements
The Company has available a three-year, $90 million senior revolving credit
facility agreement, as amended, (the "Credit Agreement") with third party
institutional lenders expiring March 31, 2001. The amount of borrowings can be
increased up to $125 million provided certain terms and conditions contained in
the Credit Agreement are met. The Credit Agreement contains certain financial
covenants, including those relating to the maintenance of a minimum tangible net
worth, a minimum fixed charge coverage ratio, and a maximum leverage ratio, as
defined in the Credit Agreement. Interest on all borrowings is determined based
upon several alternative rates as stipulated in the Credit Agreement. As of
March 28, 1998, the Company was in compliance with all terms and conditions of
the Credit Agreement. The Credit Agreement also allows for up to $25 million in
borrowings from uncommitted lines of credit outside of the Credit Agreement. As
of March 28, 1998, the Company had no borrowings under the Credit Agreement or
against the uncommitted lines of credit.
3. Long-Term Note
In conjunction with the initial public offering, the Company issued a four-year,
$13.5 million subordinated note (the "Note") to CVS. The Note provided for
forgiveness by CVS, at varying amounts, based upon the proceeds from any sales
by CVS of the Company's common stock together with the market value of any
common stock that CVS continued to own at December 31, 1997. In May 1997, CVS
sold 6,267,658 of its remaining shares of Common Stock, on a pre-split basis,
representing substantially all of its holdings (at December 31, 1997, CVS owned
no shares of the Company's common stock). As a result of the net proceeds
received, $3.5 million was forgiven and contributed as equity by CVS. In July
1997, the Company prepaid the remaining $10.0 million to CVS utilizing cash
flows from operations. The Note contained no pre-payment penalties.
4. Recent Accounting Pronouncement
Effective December 31, 1997, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings per Share" which requires a
dual presentation of earnings per share--basic and diluted. Basic earnings per
share has been computed by dividing net income by the weighted average number of
shares outstanding of 38,763,054 and 38,535,516 for the thirteen weeks ended
March 28, 1998 and March 29, 1997, respectively. Diluted earnings per share has
been computed by dividing net income by the weighted average number of shares
outstanding including the dilutive effects of stock options and deferred stock
grants. The total shares outstanding for the diluted earnings per share
calculation were 40,206,136 and 39,196,902 for the thirteen weeks ended March
28, 1998 and March 29, 1997, respectively.
LINENS 'N THINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Cont.'d
5. Subsequent Event
On April 14, 1998, the Board of Directors of the Company approved a two-for-one
split of its common stock to be effected in the form of a stock dividend. The
stock dividend was one additional share of common stock for each outstanding
share of common stock and was distributable on May 7, 1998 to shareholders of
record on April 24, 1998. Unless otherwise stated, all references to common
shares outstanding and earnings per share in the financial statements, notes to
consolidated financial statements, and management's discussion and analysis of
financial condition and results of operations are on a post-split basis.
6. The Year 2000 Issue
The Company has conducted a comprehensive review of its computer systems to
identify the systems that could be affected by the "Year 2000" issue and has
developed an implementation plan to resolve the issue. The Year 2000 problem is
the result of computer programs being written using two digits rather than four
to define the applicable year. Any of the Company's programs that have
time-sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in a major system failure or
miscalculations. The Company presently believes that, with modifications to
existing software and conversions to new software for certain applications, the
Year 2000 problem will not pose significant operational problems for the
Company's computer systems. However, if such modifications and conversions are
not completed timely, the Year 2000 problem may have a material impact on the
operations of the Company. Also, there can be no assurance that the systems of
other companies on which the Company's systems rely also will be timely
converted or that any such failure to convert by another company would not have
an adverse effect on the Company's systems or operations.
<PAGE>
Independent Auditors' Review Report
The Board of Directors and Shareholders
Linens 'n Things, Inc.:
We have reviewed the consolidated balance sheets of Linens 'n Things, Inc. and
Subsidiaries as of March 28, 1998 and March 29, 1997, and the related
consolidated statements of operations and cash flows for the thirteen week
periods ended March 28, 1998 and March 29, 1997. These consolidated financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical review procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Linens 'n Things, Inc. and
Subsidiaries as of December 31, 1997 and the related consolidated statements of
operations, shareholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated February 4, 1998, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying consolidated balance sheet as of
December 31, 1997, is fairly presented, in all material respects, in relation to
the consolidated balance sheet from which it has been derived.
KPMG Peat Marwick LLP
New York, New York
April 14, 1998
<PAGE>
LINENS 'N THINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements of the Company and the notes thereto appearing
elsewhere in this document.
Results of Operations
Thirteen Weeks Ended March 28, 1998 Compared with Thirteen Weeks Ended March 29,
1997
Net sales increased 21.2% to $218.0 million for the thirteen weeks ended March
28, 1998, up from $179.9 million for the same period last year, primarily as a
result of new store openings since March 29, 1997. The thirteen weeks ended
March 28, 1998 contained one less selling day compared with the thirteen weeks
ended March 29, 1997. Traditional store net sales were less than 4% of total net
sales during the thirteen weeks ended March 28, 1998, and will continue to
represent a declining percentage of total net sales as more superstores are
opened and traditional stores are closed. First quarter comparisons were
favorable despite having been moderated by a shift in the Easter selling season,
which falls into the second quarter this year versus the first quarter last
year. Comparable store net sales for the thirteen weeks ended March 28, 1998
increased 7.5% for the entire chain as compared with 5.7% for the same period
last year. Comparable store net sales were strong across all major geographic
regions.
During the thirteen weeks ended March 28, 1998, the Company opened three
superstores and closed five stores, as compared with opening one superstore and
closing five stores during the thirteen weeks ended March 29, 1997. At March 28,
1998, the Company operated 174 stores, of which 156 were superstores, as
compared with 165 stores, of which 132 were superstores, at March 29, 1997.
Store square footage increased approximately 18% to 5,552,000 at March 28, 1998
compared with 4,696,000 at March 29, 1997.
For the thirteen weeks ended March 28, 1998, net sales of "things" merchandise
increased approximately 25% over net sales of "things" merchandise during the
same period in 1997, while net sales of "linens" merchandise increased
approximately 20% over net sales of "linens" merchandise during the same period
in 1997. This is consistent with the Company's strategy to increase the
penetration of "things" merchandise. The increase in net sales of "things"
merchandise resulted primarily from the growth in the number of superstore
locations, which carry a larger line of "things" merchandise, as well as the
overall expansion of the product categories in existing stores.
Gross profit for the thirteen weeks ended March 28, 1998 was $83.3 million, or
38.2% of net sales, compared with $68.3 million, or 38.0% of net sales, for the
same period in 1997. The increase in gross profit was due to improvements in the
selling mix and slightly lower markdowns. These improvements were offset by a
slight increase in freight expense as a percent of net sales, due to the timing
of receipts, which was moderated by a shift in the Easter selling season, which
falls into the second quarter this year versus the first quarter last year.
Selling, general and administrative expenses ("SG&A") for the thirteen weeks
ended March 28, 1998 were $81.1 million, or 37.2% of net sales, compared with
$67.4 million, or 37.5% of net sales, for the same period in 1997. This decrease
as a percentage of net sales is primarily a function of better leveraging of
expenses.
Operating profit for the thirteen weeks ended March 28, 1998 increased to $2.2
million, or 1.0% of net sales, compared with $0.9 million, or 0.5% of net sales,
for the same period in 1997.
<PAGE>
LINENS 'N THINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company earned net interest income of approximately $203,000 (net of
commitment fees in connection with the Credit Agreement) for the thirteen weeks
ended March 28, 1998 compared with net interest expense of approximately
$336,000 for the same period in 1997. The Company was in a net average
investment position of $26.7 million (in cash equivalents) for the thirteen
weeks ended March 28, 1998 as compared with net average borrowings of $7.7
million for the same period in 1997. The reduction in net average borrowings is
a result of the elimination of the $13.5 million note to CVS ($10.0 million
payment and $3.5 million forgiveness from CVS), as well as improved operating
performance. See "Liquidity and Capital Resources."
The Company's income tax expense for the thirteen weeks ended March 28, 1998 was
$0.9 million as compared with $0.3 million for the same period in 1997. Through
tax planning initiatives, the Company expects to reduce its effective tax rate
to approximately 38.5% for the year ending December 31, 1998, as compared with
42.0% for the year ended December 31, 1997. The effect of this reduction in tax
rate is expected to be maintained going forward.
Net income for the thirteen weeks ended March 28, 1998 increased to $1.5 million
or $0.04 per share, compared with $0.4 million, or $0.01 per share, for the same
period in 1997. Both per share amounts are adjusted for the stock split as
indicated in Note 5.
Liquidity and Capital Resources
The Company's capital requirements are primarily investments in new stores, new
store inventory purchases and seasonal working capital. These requirements are
funded through a combination of internally generated cash from operations,
credit extended by suppliers and short-term borrowings.
The Company has available a $90 million three year revolving credit facility, as
amended, expiring March 31, 2001, which can be increased up to $125 million
provided certain terms and conditions contained in the Credit Agreement are met,
and $25 million from uncommitted lines of credit. Management currently believes
that the Company's cash flows from operations, credit extended by suppliers, the
revolving credit facility and the uncommitted lines of credit will be sufficient
to handle anticipated capital expenditures and working capital requirements in
the foreseeable future.
Net cash used in operating activities for the thirteen weeks ended March 28,
1998 was $13.5 million compared with $14.0 million for the same period in 1997.
The slight decrease in net cash used in operating activities was due to improved
working capital management as well as an increase in net income. The Company has
reduced inventory per square foot by 2% compared with last year. Total inventory
only increased 15% compared to a sales increase of 21.2%. Accounts payable also
increased over last year due to increased inventory levels and the timing of
vendor payments.
Net cash used in investing activities during the thirteen weeks ended March 28,
1998 was $4.8 million compared with $3.9 million for the same period in 1997.
The increase from the thirteen week period in 1997 is associated with the timing
and number of the Company's new store openings.
Net cash provided by financing activities during the thirteen weeks ended March
28, 1998 was $4.5 million compared with net cash used in financing activities of
$6.0 million for the same period in 1997. Net cash provided during the thirteen
weeks ended March 28, 1998 was primarily the result of proceeds received from
common stock exercised under stock incentive plans as well as the timing of the
settlement of vendor payments. Net cash used during the thirteen weeks ended
March 29, 1997 was primarily the result of the timing of the settlement of
vendor payments offset by short-term borrowings of $5.7 million.
Inflation
The Company does not believe that its operating results have been materially
affected by inflation during the preceding three years. There can be no
assurance, however, that the Company's operating results will not be affected by
inflation in the future.
<PAGE>
LINENS 'N THINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Seasonality
The Company's business is subject to substantial seasonal variations.
Historically, the Company has realized a significant portion of its net sales
and net income for the year during the third and fourth quarters. The Company's
quarterly results of operations may also fluctuate significantly as a result of
a variety of other factors, including the timing of new store openings. The
Company believes this is the general pattern associated with its segment of the
retail industry. Consequently, comparisons between quarters are not necessarily
meaningful and the results for any quarter are not necessarily indicative of
future results.
Forward-Looking Statements
This Quarterly Report to Shareholders contains forward-looking statements within
the meaning of The Private Securities Litigation Reform Act of 1995. The
statements are made a number of times throughout the document and may be
identified by forward-looking terminology as "expect," "believe," "may," "will,"
"intend" or similar statements or variations of such terms. Such forward-looking
statements involve certain risks and uncertainties including levels of sales,
store traffic, acceptance of product offerings and fashions, competitive
pressures from other superstore retailers and from department stores which carry
other products including certain designer products not carried by the Company's
stores, availability of suitable future store locations and schedule of store
expansion plans. These and other important factors that may cause actual results
to differ materially from such forward-looking statements are included in the
"Risk Factors" section of the Company's Registration Statement on Form S-1 as
filed with the Securities and Exchange Commission on May 29, 1997, and may be
contained in subsequent reports filed with the Securities and Exchange
Commission. You are urged to consider such factors. The Company assumes no
obligation for updating any such forward-looking statements.
<PAGE>
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders
- -------------------------------------------------------------
On May 5, 1998, the Company held its Annual Meeting of Shareholders. At the
Annual Meeting, Stanley P. Goldstein was re-elected as a director, with
33,642,340 shares voted for and 319,950 shares withheld. Directors whose term of
office continued following the meeting were: Norman Axelrod, Philip E. Beekman,
Harold F. Compton and Charles C. Conaway.
Item 6 - Exhibits and Reports on Form 8-K
- ------------------------------------------
(a) EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
11 Computation of Net Income Per Common Share
15 Letter re unaudited interim financial information
27 Financial Data Schedule (filed electronically with SEC only)
(b) Reports on Form 8-K:
No Current Reports on Form 8-K were filed by the Company during the
thirteen week period ended March 28, 1998.
SIGNATURE
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.
LINENS 'N THINGS, INC.
(Registrant)
WILLIAM T. GILES
By:-------------------------------
William T. Giles
Chief Financial Officer
(Duly authorized officer and
principal financial officer)
Date: May 12, 1998
EXHIBIT 11
LINENS 'N THINGS, INC. AND SUBSIDIARIES
COMPUTATION OF NET INCOME PER COMMON SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE THIRTEEN WEEKS ENDED
--------------------------------------------
MARCH 28, MARCH 29,
1998 1997
-------------------- --------------------
(UNAUDITED)
<S> <C> <C>
Basic
Weighted-average number of shares outstanding 38,763 38,536
==================== ====================
Net income applicable to common shares $1,475 $ 352
==================== ====================
Per-share amounts
Net income per share $0.04 $0.01
==================== ====================
Diluted
Weighted-average number of shares outstanding 40,206 39,197
==================== ====================
Net income applicable to common shares $1,475 $ 352
==================== ====================
Per-share amounts
Net income per share $0.04 $0.01
==================== ====================
</TABLE>
EXHIBIT 15
Accountants' Acknowledgment
Linens 'n Things, Inc.
Clifton, New Jersey
Board of Directors:
Re: Registration Statements Numbers 333-26819 and 333-26827 on Form S-8
With respect to the subject registration statements, we acknowledge our
awareness of the use therein of our report dated April 14, 1998 related to our
review of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not
considered a part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the meaning
of sections 7 and 11 of the Act.
KPMG Peat Marwick LLP
New York, New York
May 12, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Appendix A to item 601(c) of Regulation S-K
Commercial and Industrial Companies
Article 5 of Regulation S-X
(in thousands, except per share data)
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-28-1998
<CASH> 26,118
<SECURITIES> 0
<RECEIVABLES> 13,076
<ALLOWANCES> 0
<INVENTORY> 233,245
<CURRENT-ASSETS> 283,699
<PP&E> 208,610
<DEPRECIATION> 54,186
<TOTAL-ASSETS> 465,468
<CURRENT-LIABILITIES> 154,933
<BONDS> 0
0
0
<COMMON> 388
<OTHER-SE> 284,122
<TOTAL-LIABILITY-AND-EQUITY> 465,468
<SALES> 218,037
<TOTAL-REVENUES> 218,037
<CGS> 134,707
<TOTAL-COSTS> 81,133
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (203)
<INCOME-PRETAX> 2,400
<INCOME-TAX> 925
<INCOME-CONTINUING> 1,475
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,475
<EPS-PRIMARY> 0.04
<EPS-DILUTED> 0.04
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Appendix A to item 601(c) of Regulation S-K
Commercial and Industrial Companies
Article 5 of Regulation S-X
(in thousands, except per share data)
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-29-1997
<CASH> 3,048
<SECURITIES> 0
<RECEIVABLES> 15,738
<ALLOWANCES> 0
<INVENTORY> 202,166
<CURRENT-ASSETS> 230,737
<PP&E> 178,289
<DEPRECIATION> 40,427
<TOTAL-ASSETS> 396,879
<CURRENT-LIABILITIES> 113,834
<BONDS> 0
0
0
<COMMON> 386
<OTHER-SE> 249,693
<TOTAL-LIABILITY-AND-EQUITY> 396,879
<SALES> 179,911
<TOTAL-REVENUES> 179,911
<CGS> 111,596
<TOTAL-COSTS> 67,371
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 336
<INCOME-PRETAX> 608
<INCOME-TAX> 256
<INCOME-CONTINUING> 352
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 352
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0.01
</TABLE>
