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 November 2, 1996
[ ] 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 1-2191
____________
BROWN GROUP, INC.
(Exact name of registrant as specified in its charter)
New York 43-0197190
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
8300 Maryland Avenue
St. Louis, Missouri 63105
(Address of principal executive offices) (Zip Code)
(314) 854-4000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
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 [ ]
As of November 30, 1996, 17,962,552 shares of the registrant's common stock were
outstanding.
<PAGE>
BROWN GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands)
<TABLE>
<CAPTION>
(Unaudited)
-------------------------
November 2, October 28, February 3,
1996 1995 1996
---------- ----------- -----------
<S> <C> <C> <C>
ASSETS
- ------
Current Assets
Cash and Cash Equivalents $ 28,091 $ 28,662 $ 35,058
Receivables, net of allowances of
$11,049 at November 2, 1996,
$10,880 at October 28, 1995, and
$11,267 at February 3, 1996 87,425 94,420 86,417
Inventories, net of adjustment to
last-in, first-out cost of
$19,646 at November 2, 1996,
$29,682 at October 28, 1995, and
$27,672 at February 3, 1996 408,813 356,340 342,282
Other Current Assets 39,378 47,907 41,581
--------- --------- ---------
Total Current Assets 563,707 527,329 505,338
Property and Equipment 206,458 213,895 191,457
Less allowances for depreciation
and amortization (121,676) (119,111) (103,737)
--------- --------- ---------
84,782 94,784 87,720
Other Assets 71,653 64,447 67,998
--------- --------- ---------
$ 720,142 $ 686,560 $ 661,056
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes Payable $ 42,000 $ 106,500 $ 112,000
Accounts Payable 130,247 106,966 106,113
Accrued Expenses 75,596 89,802 71,491
Income Taxes 5,410 12,890 4,335
Current Maturities of Long-Term Debt 2,000 2,756 2,000
--------- --------- ---------
Total Current Liabilities 255,253 318,914 295,939
Long-Term Debt and Capitalized
Lease Obligations 199,023 107,469 105,470
Other Liabilities 25,446 29,873 28,011
Shareholders' Equity
Common Stock 67,359 67,251 67,242
Additional Capital 46,340 46,224 46,015
Cumulative Translation Adjustment (3,600) (4,367) (4,913)
Unamortized Value of Restricted Stock (6,274) (8,027) (7,822)
Retained Earnings 136,595 129,223 131,114
--------- --------- ---------
240,420 230,304 231,636
--------- --------- ---------
$ 720,142 $ 686,560 $ 661,056
========= ========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE>
BROWN GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(Thousands, except per share)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------ --------------------------
November 2, October 28, November 2, October 28,
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net Sales $420,347 $406,921 $1,166,115 $1,107,224
Cost of Goods Sold 264,160 262,912 729,530 726,511
-------- -------- ---------- ----------
Gross Profit 156,187 144,009 436,585 380,713
-------- -------- ---------- ----------
Selling and Administrative Expenses 134,061 125,004 395,531 370,345
Interest Expense 4,445 3,858 13,700 11,738
Other (Income) Expense (672) (2,364) (812) 1,058
-------- -------- ---------- ----------
Earnings (Loss) Before Income Taxes 18,353 17,511 28,166 (2,428)
Income Taxes 5,448 7,796 9,220 649
-------- -------- ---------- ----------
NET EARNINGS (LOSS) $ 12,905 $ 9,715 $ 18,946 $ (3,077)
======== ======== ========== ==========
NET EARNINGS (LOSS) PER COMMON SHARE $ .73 $ .55 $ 1.07 $ (.17)
======== ======== ========== ==========
Weighted Average Number of
Outstanding Shares
of Common Stock 17,702 17,584 17,651 17,590
DIVIDENDS PER COMMON SHARE $ .25 $ .25 $ .75 $ 1.05
======== ======== ========== ==========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE>
BROWN GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Thousands)
<TABLE>
<CAPTION>
Nine Months Ended
----------------------------
November 2, October 28,
1996 1995
----------- -----------
<S> <C> <C>
Net Cash Provided (Used) by Operating Activities $ (1,758) $ 10,110
Investing Activities:
Capital expenditures (13,810) (24,312)
Other 1,100 2,822
--------- ---------
Net Cash (Used) by Investing Activities (12,710) (21,490)
Financing Activities:
Increase (decrease) in short-term notes payable (70,000) 40,415
Repurchase of long-term debt (6,450) (56)
Proceeds from issuance of long-term debt 100,000 -
Dividends paid (13,465) (18,842)
Payments for purchase of treasury stock - (824)
Proceeds from issuance of common stock - 427
Debt issuance expense (2,584) -
--------- ---------
Net Cash Provided by Financing Activities 7,501 21,120
--------- ---------
Increase (Decrease) in Cash and Cash Equivalents (6,967) 9,740
Cash and Cash Equivalents at Beginning of Period 35,058 18,922
--------- ---------
Cash and Cash Equivalents at End of Period $ 28,091 $ 28,662
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE>
BROWN GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note A - Basis of Presentation
------------------------------
The accompanying condensed consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and reflect all adjustments
which management believes necessary (which include only normal recurring
accruals and the effect on LIFO inventory valuation of estimated annual
inflationary cost factors and year-end inventory levels) to present fairly the
results of operations. These statements, however, do not include all
information and footnotes necessary for a complete presentation of financial
position, results of operations and cash flow in conformity with generally
accepted accounting principles.
The Corporation's business is subject to seasonal influences, and interim
results may not necessarily be indicative of results which may be expected for
any other interim period or for the year as a whole.
For further information refer to the consolidated financial statements and
footnotes included in the Corporation's Annual Report and Form 10-K for the
period ended February 3, 1996.
Note B - Earnings Per Share
---------------------------
Net earnings per share of Common Stock is computed by dividing net earnings by
the weighted average number of shares outstanding. The dilutive effect of
stock options is not significant and is therefore excluded from the
calculation.
Note C - Inventories
--------------------
The components of inventory are as follows ($000):
November 2, October 28, February 3,
1996 1995 1996
---------- ----------- -----------
Finished Goods $397,622 $332,696 $329,184
Work in Process 4,331 3,382 1,843
Raw Materials and Supplies 6,860 20,262 11,255
-------- -------- --------
$408,813 $356,340 $342,282
======== ======== ========
During fiscal 1995 and 1996, the remaining domestically manufactured footwear
inventory at Brown Shoe Company was sold, resulting in a liquidation of LIFO
inventory layers. The effect of this liquidation was to increase pretax income
in the third quarter 1995 by $4.9 million, year to date 1996 by $4.0 million
and through the third quarter 1995 by $8.6 million.
<PAGE>
Note D - Long-Term and Short-Term Financing Arrangements
--------------------------------------------------------
In October 1996, the Company issued $100 million of 9-1/2% Senior Notes due
2006 in a private placement. The Senior Notes will be redeemable at the option
of the Company, in whole or in part, at any time on or after October 15, 2001.
Subsequent to issuance of the Senior Notes, the Company completed an Exchange
Offer to exchange the Senior Notes for substantially identical Notes which have
been registered under the Securities Act of 1933, as amended, and which are
expected to be listed for trading on the New York Stock Exchange. The Senior
Notes are senior unsecured obligations of the Company.
The Senior Notes contain covenants which, among other provisions, require the
maintenance of certain financial ratios related to fixed charge coverage,
establish limitations on indebtedness, certain types of payments, liens and
investments, and limit use of proceeds of asset sales.
As a result of the issuance of its Senior Notes, the Company elected to reduce
the lenders' commitment under its revolving Bank Credit Agreement to $150
million from $200 million, effective October 1996. The Company also
repurchased $5 million of its outstanding long-term debt in October 1996, which
had carried an interest rate of 7-1/8% per annum.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
--------------------------------------------------------------------
Quarter ended November 2, 1996 compared to the Quarter ended October 28, 1995
-----------------------------------------------------------------------------
Consolidated net sales for the third quarter ended November 2, 1996, were
$420.3 million, an increase of 3.3% from last year's third quarter sales of
$406.9 million.
Net earnings of $12.9 million for the third quarter of 1996 compare to net
earnings of $9.7 million for the third quarter of 1995. The 1995 results
include an aftertax credit of $3.2 million from the liquidation of LIFO
inventories associated with closing the Company's remaining domestic
manufacturing facilities.
The substantial improvement in earnings in the third quarter of 1996,
excluding the credit for liquidation of LIFO inventories in the third
quarter of 1995, reflects higher operating earnings at each of the Company's
operating divisions except Naturalizer Retail. Famous Footwear's operating
earnings for the third quarter of $14.3 million represented a 46.1% increase
over operating earnings of $9.8 million for the third quarter of 1995,
primarily reflecting higher same-store sales, higher margin rates and better
leveraging of the expense base as the more than 350 stores opened since the
beginning of 1994 mature. Operating earnings at the Pagoda and Brown Shoe
wholesaling businesses were $8.8 million for the third quarter, compared to
$9.4 million in the third quarter of fiscal 1995, which includes a pretax
credit of $4.9 million related to liquidation of LIFO inventories at closed
domestic factories. Excluding the LIFO credit, these improved results
reflect higher margins from more efficient sourcing of products offshore.
Sales from the footwear retailing operations increased 7.7% to $266.8
million from $247.7 million in the third quarter of 1995. Famous Footwear's
total sales increased 8.9% to $223.3 million, reflecting a same-store sales
increase of 2.9%. Famous Footwear operated 783 stores as of November 2,
1996, compared to 778 stores at October 28, 1995. The Naturalizer stores'
total sales increased 0.6% to $31.2 million in the quarter as compared to
$31.1 million in the prior year period, including an increase of 2.2% on a
same-store basis. Naturalizer operated 352 stores at November 2, 1996,
compared to 363 stores at October 28, 1995. The Naturalizer sales include
sales at 40 outlet mall stores transferred from Famous Footwear at the
beginning of fiscal 1996. Both Famous Footwear and the Naturalizer Retail
division's sales and store counts for fiscal 1995 have been restated to
reflect the transfer of these stores. Sales for the Canadian retailing
operation, which includes 98 Naturalizer stores, 16 F.X. LaSalle stores and
3 Famous Footwear stores, increased 6.7% in the third quarter of 1996
compared to the same period last year with same-store sales increasing 4.7%.
<PAGE>
Sales from footwear wholesaling businesses decreased 3.6% in the quarter to
$153.6 million from $159.3 million for the same period last year. Sales at
Brown Shoe Company of $47.8 million for the quarter declined 5.2% from $50.5
million in the previous year; Pagoda's third quarter sales were $100.3
million, or 1.3% below 1995 third quarter sales of $101.6 million. These
results reflect higher overall sales of Brown Shoe Company's leading brands,
led by an outstanding performance by Life Stride, offset by lower sales of
private label products, and lower sales of women's products at Pagoda.
Gross profit as a percent of sales increased to 37.2% from 35.4% for the
same period last year. This improvement reflects the shift of all remaining
production of Brown Shoe Company's products to offshore factories, higher
margins at Pagoda due to increased sales of higher margin branded and
licensed products, and higher margins at Famous Footwear.
Selling and administrative expenses as a percent of sales increased to 31.9%
from 30.7% for the same period last year, primarily as a result of higher
expenses at Pagoda's international operations, including additional costs of
marketing the le coq sportif brand.
Other Income was $.7 million in the third quarter of 1996 compared to $2.4
million in the 1995 third quarter. Results from 1995 included a $2.0
million reduction in the environmental liability related to the Company's
closed tannery site.
The consolidated tax rate was 29.7% of consolidated pretax income for the
third quarter of 1996 compared to 44.5% in last year's third quarter. The
1996 rate reflects the reversal of a portion of tax valuation reserves
provided in 1995, which the Company no longer deems necessary due to the
Corporation's improved earnings in 1996.
Nine Months ended November 2, 1996 compared to the Nine Months ended
October 28, 1995
---------------------------------------------------------------------
Consolidated net sales for the first nine months of fiscal 1996 were
$1,166.1 million, an increase of 5.3% from sales for the first nine months
of fiscal 1995 of $1,107.2 million.
Net earnings of $18.9 million for the first nine months of fiscal 1996
compare to a loss of $3.1 million for the first nine months of fiscal 1995.
The 1995 results include the aftertax charge of $9.6 million for plant
closures, which was partially offset by an aftertax credit of $5.6 million
from liquidation of LIFO inventories.
The year-to-date earnings improvement, excluding the factory closing charge
in 1995, reflects higher operating earnings at each of the Company's
operating divisions except Naturalizer Retail. Famous Footwear's 1996
year-to-date operating earnings improved 49.5% to $26.4 million from $17.7
million for the first nine months of fiscal 1995, primarily reflecting
higher sales, higher margin rates and better leveraging of the expense base.
Brown Shoe Company's and Pagoda's operating earnings improved by
approximately $27 million over the first nine months of fiscal 1995
(approximately $17 million excluding the net charges and credits in 1995 and
1996 related to the closure of domestic manufacturing facilities) primarily
due to higher margins from more efficient sourcing of Brown Shoe Company's
branded products offshore and Pagoda's increased sales of licensed products.
<PAGE>
Sales from the footwear retailing operations increased 9.0% to $743.0
million for the first nine months of fiscal 1996. Famous Footwear's total
sales for the first nine months of fiscal 1996 increased 10.2% to $607.5
million, reflecting a 1.1% increase in same-store sales and five more units
in operation at November 2, 1996 than at the end of the third quarter of
1995. Naturalizer stores' total sales increased 1.1% to $99.6 million in
the first nine months of fiscal 1996 and 2.1% on a same-store basis compared
to prior year, with 11 fewer stores in operation at November 2, 1996. Sales
from the Canadian retailing operation during the first nine months of fiscal
1996 increased 11.7% to $35.9 million, with a same-store sales increase of
7.3% and three more units as of November 2, 1996 than at October 28, 1995.
Sales from footwear wholesaling businesses for the first nine months of
fiscal 1996 decreased 0.6% to $423.1 million from $425.5 million for the
same period last year. The decrease was due to lower sales of Naturalizer
and private label product at Brown Shoe Company and lower sales of women's
product at Pagoda. The sales from the Canadian wholesale division, which
consists of the Company's Canadian marketing and manufacturing operations,
during the first nine months of fiscal 1996 increased 3.6% to $19.9 million
from $19.2 million for the first nine months of fiscal 1995, in part due to
higher sales of children's licensed footwear.
Gross profit as a percent of sales increased to 37.4% for the nine month
period ended November 2, 1996 from 34.4% for the nine month period ended
October 28, 1995. This improvement primarily reflects more efficient
sourcing resulting from the shift to foreign sourcing following the closure
of the Company's remaining domestic manufacturing facilities, as well as the
pretax LIFO credits of $4.0 million in the first nine months of 1996 and
$8.6 million in the first nine months of 1995, from the liquidation of
footwear manufactured in closed domestic facilities.
Selling and administrative expenses as a percent of sales increased to 33.9%
for the first nine months of fiscal 1996 from 33.4% for the first nine
months of fiscal 1995, primarily reflecting higher expenses at Pagoda's
international operations.
Other Income was $.8 million in the first nine months of fiscal 1996
compared to Other Expense of $1.1 million in the first nine months of fiscal
1995, which included plant closing charges of $4.3 million partially offset
by royalty income and a $2.0 million credit related to the Company's
environmental liability.
The consolidated tax rate was 32.7% of consolidated net income for the nine
months ended November 2, 1996. For the first nine months of fiscal 1995,
the Company had a net tax expense of $649,000 on a pretax net loss of $2.4
million, as a result of providing a tax valuation allowance.
<PAGE>
Financial Condition
-------------------
A summary of key financial data and ratios at the dates indicated is as
follows:
November 2, October 28, February 3,
1996 1995 1996
----------- ----------- -----------
Working Capital (millions) $308.5 $208.4 $209.4
Current Ratio 2.2 1.7 1.7
Total Debt as a Percentage of
Total Capitalization 50.3% 48.5% 48.7%
Long-Term Debt as a Percentage
of Total Capitalization 45.5% 32.4% 31.7%
Cash flow used by operating activities for the first nine months of fiscal
1996 was $1.8 million compared to $10.1 million provided by operating
activities for the same period last year. The decrease in cash provided by
operations resulted from higher inventory and other working capital
requirements partially offset by higher net earnings.
Cash used by investing activities was lower in the first nine months of
fiscal 1996 than the same period of 1995 reflecting lower capital
expenditures primarily at Famous Footwear due to opening fewer stores in
1996 than in 1995.
During the third quarter 1996, the Company issued $100 million of 9-1/2% Senior
Notes due 2006. As a result of this financing, the Company elected to
reduce the lenders' commitment under its revolving Bank Credit Agreement to
$150 million from $200 million in October 1996. The Company also
repurchased $5 million of its long-term debt in October 1996.
The increase in the ratio of total debt as a percentage of total
capitalization at November 2, 1996, compared to the end of fiscal 1995, is
due primarily to the Corporation's additional borrowings to finance higher
inventories. At November 2, 1996, $42 million was borrowed under the
Corporation's $150 million Bank Credit Agreement.
The increase in the ratio of long-term debt as a percentage of total
capitalization at November 2, 1996, compared to the end of fiscal 1995, is
due to the issuance of $100 million of Senior Notes in October 1996, the net
proceeds of which were used to reduce the amount outstanding under the
Company's Bank Credit Agreement.
<PAGE>
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
---------------------------
There have been no material developments during the quarter ended
November 2, 1996, in the legal proceedings described in the
Corporation's Form 10-K for the period ended February 3, 1996.
Item 6 - Exhibits and Reports on Form 8-K
-----------------------------------------
(a) Listing of Exhibits
(3) (i) (a) Certificate of Incorporation of the
Corporation as amended through
February 16, 1984, incorporated
herein by reference to Exhibit 3 to
the Corporation's Report on Form
10-K for the fiscal year ended November
1, 1986.
(i) (b) Amendment of Certificate of
Incorporation of the Corporation
filed February 20, 1987,
incorporated herein by reference to
Exhibit 3 to the Corporation's
Report on Form 10-K for the fiscal
year ended January 30, 1988.
(i) (c) Certificate of Amendment of the
Certificate of Incorporation of the
Corporation, filed June 2, 1988,
filed herewith (page 13)
(ii) Bylaws of the Corporation as amended
through May 23, 1996, incorporated
herein by reference to Exhibit 3(ii)
to the Corporation's Report on Form
10-Q for the quarter ended May 4,
1996.
(11) Computation of Earnings Per Share
(page 15)
(27) Financial Data Schedule (page 16)
(b) Reports on Form 8-K:
The Corporation filed a current report on Form 8-K dated
September 27, 1996, in response to Item 5, which announced
its results for the four weeks ended August 31, 1996 and
August 26, 1995, and for the seven months ended August 31,
1996 and August 26, 1995.
The Corporation filed a current report on Form 8-K dated
October 2, 1996, in response to Item 5, announcing its
intention to sell $100 million in 9-1/2% senior notes.
<PAGE>
The Corporation filed a current report on Form 8-K dated
October 21, 1996, in response to Item 2, announcing the
completion of the sale of $100 million of its 9-1/2% Senior
Notes due 2006.
The Corporation filed a current report on Form 8-K dated
November 19, 1996, in response to Item 5, which announced
its results for the quarter ended November 2, 1996, and for
the nine months ended November 2, 1996.
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.
BROWN GROUP, INC.
Date: December 11, 1996 /s/ Harry E. Rich
-------------------------------
Executive Vice President
and Chief Financial Officer and
On Behalf of the Corporation as
the Principal Financial Officer
<PAGE>
EXHIBIT (3)(i)(c)
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
BROWN GROUP, INC.
-----------
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
* * * *
WE, THE UNDERSIGNED, R. L. Anderson and Robert D. Pickle, being,
respectively, the President and the Vice President, General Counsel and
Corporate Secretary of Brown Group, Inc., hereby certify:
1. The name of the Corporation is Brown Group, Inc.
2. The Certificate of Incorporation of said Corporation was filed
by the Department of State on the 2nd day of January, 1913. The name under
which the Corporation was formed was Brown Shoe Company, Inc.
3. (a) The Certificate of Incorporation is amended to provide for
a relief of Directors, in their Directorial capacities, from personal
liability to the Corporation or its stockholders from monetary damages for
any breach of certain of their duties to the Corporation, particularly the
duty of care.
(b) To effect the foregoing, a new Article Thirteenth of the
Certificate of Incorporation is adopted to provide as follows:
Article Thirteenth.
No director of the Corporation shall be liable to the
Corporation or its shareholders for monetary damages
for any breach of his duties as a director, provided
that this Article Thirteenth shall not eliminate or
limit any liability arising out of a judgment or other
final determination adverse to the director which
establishes that (a) his acts or omissions were in bad
faith or involved intentional misconduct or a knowing
violation of law; (b) he personally gained in fact a
financial profit or other advantage to which he was not
legally entitled; or (c) his acts violated Section 719
of the New York Business Corporation Law. This Article
Thirteenth shall not eliminate or limit the liability
of a director for any act or omission occurring prior
to the effective date of its adoption. No repeal or
modification of this Article Thirteenth, directly or by
adoption of an inconsistent provision in this
Certificate of Incorporation, shall be effective with
respect to any cause of action, suit, claim or other
matter arising out of or relating to any act of
omission occurring prior to such repeal or
modification.
4. The amendment, following prior approval and recommendation by
the Board of Directors of the Corporation, was authorized by favorable vote
of the holders of a majority of all issued and outstanding shares of Common
Stock of the Corporation entitled to vote at the Annual Meeting of
Stockholders held on June 2, 1988.
IN WITNESS WHEREOF, we have signed this Certificate of
Amendment on this 2nd day of June, 1988 and we affirm the statements
contained therein as true, under penalties of perjury.
/s/ R. L. Anderson
President
/s/ Robert D. Pickle
Vice President, General Counsel
and Corporate Secretary
<PAGE>
EXHIBIT 11
PART II - OTHER INFORMATION
COMPUTATION OF EARNINGS PER SHARE
BROWN GROUP, INC.
(Thousands, except per share)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------------- --------------------------
November 2, October 28, November 2, October 28,
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
PRIMARY
Weighted average shares outstanding 17,702 17,584 17,651 17,590
Net effect of dilutive stock options
based on the treasury stock method
using average market price 119 - 21 9
--------- --------- --------- --------
TOTAL 17,821 17,584 17,672 17,599
========= ========= ========= ========
Net earnings (loss) $ 12,905 $ 9,715 $ 18,946 $ (3,077)
========= ========= ========= ========
Net earnings (loss) per share (1) $ .73 $ .55 $ 1.07 $ (.17)
========= ========= ========= ========
FULLY DILUTED
Weighted average shares outstanding 17,702 17,584 17,651 17,590
Net effect of dilutive stock options
based on the treasury stock method
using the period-end market
price, if higher than the average
market price 137 - 56 29
--------- --------- --------- --------
TOTAL 17,839 17,584 17,707 17,619
========= ========= ========= ========
Net earnings (loss) $ 12,905 $ 9,715 $ 18,946 $ (3,077)
========= ========= ========= ========
Net earnings (loss) per share (1) $ .73 $ .55 $ 1.07 $ (.17)
========= ========= ========= ========
</TABLE>
(1) The dilutive effect of stock options was not
included in weighted average shares outstanding
for purposes of calculating earnings per share
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-01-1997
<PERIOD-END> NOV-02-1996
<CASH> 28,091
<SECURITIES> 0
<RECEIVABLES> 87,425
<ALLOWANCES> (11,049)
<INVENTORY> 408,813
<CURRENT-ASSETS> 563,707
<PP&E> 206,458
<DEPRECIATION> (121,676)
<TOTAL-ASSETS> 720,142
<CURRENT-LIABILITIES> 255,253
<BONDS> 199,023
0
0
<COMMON> 67,359
<OTHER-SE> 173,061
<TOTAL-LIABILITY-AND-EQUITY> 720,142
<SALES> 1,166,115
<TOTAL-REVENUES> 1,616,115
<CGS> 729,530
<TOTAL-COSTS> 1,125,061
<OTHER-EXPENSES> (812)
<LOSS-PROVISION> 4,472
<INTEREST-EXPENSE> 13,700
<INCOME-PRETAX> 28,166
<INCOME-TAX> 9,220
<INCOME-CONTINUING> 18,946
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,946
<EPS-PRIMARY> 1.07
<EPS-DILUTED> 1.07
</TABLE>
