Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended October 31, 1998
Commission File Number 0-28410
LOEHMANN'S, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-2341356
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2500 Halsey Street
Bronx, New York 10461
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (718) 409-2000
--------------
Indicate by a 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 as 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 X
------- -------
Number of shares outstanding of Registrant's Common Stock and Class B Common
Stock, as of December 10, 1998; 9,051,735 and 48,431, respectively.
<PAGE>
Loehmann's, Inc.
Contents
Part I--Financial Information
Item 1. Financial Statements (Unaudited)
Balance Sheets--October 31, 1998 and January 31, 1998..........................1
Statements of Operations--Quarters and nine months ended
October 31, 1998 and November 1, 1997..........................................2
Statements of Cash Flows--Quarters and nine months ended
October 31, 1998 and November 1, 1997......................................3
Notes to Financial Statements..................................................4
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition....................................................6
Part II--Other Information
Item 5. Other Information.....................................................11
Item 6. Exhibits and Reports on Form 8-K......................................12
Signatures....................................................................13
<PAGE>
Loehmann's, Inc.
Balance Sheets
<TABLE>
<CAPTION>
October 31, January 31,
1998 1998
---------------- ----------------
Unaudited
(In thousands, except
share data)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 1,672 $ 1,767
Accounts receivable and other assets 6,581 5,575
Merchandise inventory 89,702 67,521
Total current assets 97,955 74,863
Property, equipment and leaseholds, net 71,011 71,612
Deferred debt issuance costs and other assets, net 3,469 3,228
Purchase price in excess of net assets acquired, net 38,548 39,523
Total assets $ 210,983 $ 189,226
================ ================
Liabilities and common stockholders' equity
Current liabilities:
Accounts payable $ 38,744 $ 21,570
Accrued expenses 18,044 23,632
Accrued interest 5,561 2,496
Current portion of long-term debt 70 73
---------------- ----------------
Total current liabilities 62,419 47,771
Long-term debt:
Revolving line of credit 40,526 33,771
11-7/8% senior notes payable 95,000 95,000
Revenue bonds and notes, less current portion 2,528 2,589
---------------- ----------------
Total long-term debt 138,054 131,360
Other noncurrent liabilities 352 389
Stockholders' equity:
Common stock, $0.01 par value, 25,000,000 shares authorized;
9,029,370 and 8,899,122 shares issued and outstanding, respectively 90 89
Class B convertible common stock, 469,237 shares authorized;
48,431 and 48,431 shares issued and outstanding, respectively 244 244
Additional paid-in capital 81,655 81,597
Accumulated deficit (71,831) (72,224)
---------------- ----------------
Total stockholders' equity 10,158 9,706
Total liabilities and stockholders' equity $ 210,983 $ 189,226
================ ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
<PAGE>
Loehmann's, Inc.
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
October 31, November 1, October 31, November 1,
1998 1997 1998 1997
-----------------------------------------------------------------------------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Net sales $ 112,005 $ 126,495 $ 319,290 $ 334,382
Cost of sales 74,081 86,030 213,002 233,190
-----------------------------------------------------------------------------
Gross profit 37,924 40,465 106,288 101,192
Selling, general and administrative expenses 30,450 30,053 85,283 83,314
Depreciation and amortization 3,001 2,946 9,050 8,478
-----------------------------------------------------------------------------
Operating income (loss) 4,473 7,466 11,955 9,400
Interest expense, net 3,610 3,278 10,881 9,390
-----------------------------------------------------------------------------
Income (loss) before income taxes 863 4,188 1,074 10
Provision for income taxes 33 66 121 95
-----------------------------------------------------------------------------
Income (loss) before extraordinary item 830 4,122 953 (85)
Extraordinary loss on extinguishment of debt - - 560 -
-----------------------------------------------------------------------------
Net income (loss) applicable to common stock $ 830 $ 4,122 $ 393 $ (85)
=============================================================================
Basic earnings (loss) per share before
extraordinary item $ 0.09 $ 0.46 $ 0.11 $ (0.01)
=============================================================================
Basic earnings (loss) per share after
extraordinary item $ 0.09 $ 0.46 $ 0.04 $ (0.01)
=============================================================================
Diluted earnings (loss) per share before
extraordinary item $ 0.09 $ 0.45 $ 0.10 $ (0.01)
=============================================================================
Diluted earnings (loss) per share after
extraordinary item $ 0.09 $ 0.45 $ 0.04 $ (0.01)
=============================================================================
Weighted average number of common shares
outstanding 9,072 8,985 9,058 8,969
Weighted average number of common shares 9,168 9,240 9,205 8,969
and common share equivalents outstanding
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
Loehmann's, Inc.
Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
October 31, November 1, October 31, November 1,
1998 1997 1998 1997
-----------------------------------------------------------------------------
(In thousands)
<S> <C> <C> <C> <C>
Cash flows provided by (used in) operating activities
Net income (loss) $ 830 $ 4122 $ 393 $ (85)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 3,001 2,946 9,050 8,478
Loss on extinguishment of debt - - 560 -
Changes in current assets and liabilities:
Accounts receivable and other assets 30 751 (1,006) (2,285)
Merchandise inventory (21,109) (16,017) (22,181) (21,872)
Accounts payable 16,371 10,660 17,174 14,512
Accrued expenses 2,194 2,072 (5,588) (3,491)
Accrued interest 2,799 2,876 3,065 2,805
-----------------------------------------------------------------------------
Net changes in current assets and liabilities: 285 342 (8,536) (10,331)
Net change in other noncurrent assets and
liabilities (275) 18 (1,370) 87
-----------------------------------------------------------------------------
Total adjustments, net 3,011 3,306 (296) (1,766)
-----------------------------------------------------------------------------
Net cash provided by (used in) operating activities 3,841 7,428 97 (1,851)
-----------------------------------------------------------------------------
Cash flows used in investing activities
Capital expenditures (1,882) (3,829) (6,930) (10,570)
-----------------------------------------------------------------------------
Net cash used in investing activities (1,882) (3,829) (6,930) (10,570)
-----------------------------------------------------------------------------
Cash flows from financing activities
Borrowings under credit facility, net (1,599) (2,826) 6,755 12,143
Sale of common stock 69 59 128
Other financing activities, net (34) (16) (76) (48)
-----------------------------------------------------------------------------
Net cash provided by (used in) financing activities (1,633) (2,773) 6,738 12,223
-----------------------------------------------------------------------------
Net decrease in cash and cash equivalents 326 826 (95) (198)
Cash and cash equivalents at beginning of period 1,346 1,268 1,767 2,292
-----------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 1,672 $ 2,094 $ 1,672 $ 2,094
=============================================================================
Supplemental disclosure of cash flow information
Cash interest paid during period $ 820 $ 477 $ 7,989 $ 6,905
=============================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
Loehmann's, Inc.
Notes to Financial Statements
1. Basis of Presentation
The balance sheet at October 31, 1998 and the statements of operations and cash
flows for the quarters and nine months ended October 31, 1998 and November 1,
1997 include, in the opinion of management, all adjustments (consisting of only
normal recurring adjustments) considered necessary for a fair presentation.
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Certain information and footnote disclosures normally included in financial
statements required by generally accepted accounting principles have been
omitted. Operating results for the quarter ended October 31, 1998 are not
necessarily indicative of the results that may be expected for the fiscal year
ended January 30, 1999. It is suggested that these unaudited financial
statements be read in conjunction with the financial statements and notes for
the fiscal year ended January 31, 1998 included in the Company's Annual Report
on Form 10-K for such year.
2. Income Taxes
The provision for income taxes primarily represents alternative minimum tax and
state and local taxes for states that do not allow net operating loss
carryforwards.
3. Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles for interim financial information requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual amounts could differ
from the estimates.
4. Revolving Line of Credit
On May 12, 1998, the Company refinanced the indebtedness under its prior credit
facility with borrowings under a new secured credit facility with Congress
Financial Corporation (the "New Credit Facility") and an $8.0 million unsecured
term loan with a bank (the "Unsecured Loan"). The New Credit Facility provides
for a revolving line of credit and a letter of credit facility aggregating $60.0
million. The availability of the revolving line of credit and letters of credit
under the New Credit Agreement is subject to certain inventory-related borrowing
base requirements. The indebtedness under the New Credit Facility bears interest
at variable rates based on either LIBOR + 2.25% or the prime rate, and matures
in three years. The New Credit Facility contains certain customary covenants
(including limitations on indebtedness, liens and restricted payments) but does
not contain any financial covenants. The New Credit Facility is secured by the
Company's inventory, accounts receivable and certain assets. The Unsecured Loan
is a three year term loan that bears interest at a variable rate based on LIBOR.
The repayment of the indebtedness under the Unsecured Loan is supported by a
letter of credit issued
4
<PAGE>
Loehmann's, Inc.
Notes to Financial Statements
under the New Credit Facility. The Company incurred debt issuance costs and
expenses of approximately $0.5 million in connection with the New Credit
Facility. The debt issuance costs related to the New Credit Facility are being
amortized over the three year term of the New Credit Facility.
The Company's remaining debt issuance costs, approximately $0.6 million, are
related to the Company's prior credit facility. Such costs were written off and
are reflected in the statement of operations as an extraordinary loss on the
extinguishment of debt.
The Company has no derivatives as defined by FASB Statement 133, Accounting for
Derivative Instruments and Hedging Activities.
5. Purchase Price in Excess of Net Assets Acquired
A significant asset of the Company is "purchase price in excess of net assets
acquired," $38.5 million as of October 31, 1998. This consists of intangible
assets acquired in 1988, including trademark and goodwill. As management deemed
these intangible assets to be of indefinite lives, they have not been separated
on the face of the balance sheet. Based upon a recent appraisal, the Company's
trademark was valued at $55.0 million. Using similar valuation methodology, the
Company's trademark would have been valued at approximately $47.0 million at the
time of acquisition in 1988 and therefore its unamortized balance at October 31,
1998 would have been $35.1 million. Such an allocation would not have had any
effect on the financial condition or results of operations for any prior period.
The Company's "net tangible assets" at October 31, 1998, as defined by Nasdaq
Marketplace Rule 4200 (a)(27) (a rule relating to the listing maintenance
standard for the Nasdaq national market), was $6.7 million.
6. Reserve for Store Closings
During the fourth quarter of fiscal 1997, the Company implemented a plan to
close ten underperforming stores and set-up a reserve for store closings for
$7.1 million. These closures are intended to improve the Company's liquidity and
future operating profitability.
For the nine months ended October 31, 1998, $5.6 million was charged to the
reserve for store closings consisting of $4.5 million for liquidation of
inventory, $0.4 million for lease obligations and $0.7 million for other
expenses. The Company anticipates that the remaining balance of the reserve will
be used as anticipated.
5
<PAGE>
Loehmann's, Inc.
Management's Discussion and Analysis of Results of Operations
and Financial Condition
Results of Operations--Comparison of the Quarters Ended October 31, 1998 and
November 1, 1997
Sales for the quarter ended October 31, 1998 were $112.0 million versus $126.5
million for the comparable period in the prior year, a decrease of $14.5 million
or 11.5%. Comparable store sales (stores that were in operation for both
periods) decreased by 8.4%. The decrease in net sales was due to lower sales of
designer merchandise and career apparel along with unseasonably warm weather.
Gross profit for the quarter ended October 31, 1998 was $37.9 million as
compared to $40.5 million for the comparable period last year, a decrease of
$2.5 million, or 6.3%. Gross margin increased to 33.9% from 32.0% for the
comparable period last year. The improvement in margin percent was primarily a
result of the continuing shift in the Company's sales mix toward merchandise,
such as men's, accessories, gifts and intimate apparel, with higher average
gross margins.
Selling, general and administrative expenses for the quarter ended October 31,
1998 were $30.5 million as compared to $30.1 million during the comparable
period last year, an increase of $0.4 million, or 1.3%. As a percentage of net
sales, selling, general and administrative expenses were 27.2%, versus 23.8%
during the comparable period last year. The increase in selling, general and
administrative expenses was primarily due to a $0.6 million aggregate increase
in occupancy expenses related to four new stores and six stores expanded during
the preceding 52 weeks.
Depreciation and amortization expense for the quarter ended October 31, 1998 was
unchanged from the comparable period last year at $2.9 million.
Net interest expense for the quarter ended October 31, 1998 was $3.6 million
versus $3.3 million for the comparable period last year, an increase of
approximately $0.3 million, or 10.1%. The increase in net interest expense
primarily resulted from interest expense incurred on increased average
borrowings under the Company's revolving line of credit. (See "--Liquidity and
Capital Resources").
For the three months ended October 31, 1998, $0.2 million was charged to the
reserve for store closings, consisting of $0.1 million for lease obligations and
$0.1 million for other expenses. The Company anticipates that the remaining
balance of the reserve will be used as anticipated. (See Note 6 - Reserve for
Store Closings.)
6
<PAGE>
Loehmann's, Inc.
Management's Discussion and Analysis of Results of Operations
and Financial Condition (Continued)
Results of Operations--Comparison of the Nine Months Ended October 31, 1998 and
November 1, 1997
Sales for the nine month period ended October 31, 1998 were $319.3 million
versus $334.4 million during the comparable period last year, a decrease of
$15.1 million, or 4.5%. Comparable store sales (stores that were in operation
for both periods) decreased by 3.7%. The decrease in net sales was due to lower
sales of designer merchandise and career apparel.
Gross profit for the nine month period ended October 31, 1998 was $106.3
million, as compared to $101.2 million for the comparable period last year, an
increase of $5.1 million, or 5.0%. Gross margin increased to 33.3% from 30.3% in
the comparable period last year. The improvement in margin percent was primarily
a result of lower markdowns and the continuing shift in the Company's sales mix
toward merchandise, such as men's, accessories, gifts, and intimate apparel,
with higher average gross margins.
Selling, general and administrative expenses for the nine month period ended
October 31, 1998 were $85.3 million as compared to $83.3 million during the
comparable period last year, an increase of approximately $2.0 million, or 2.4%.
As a percentage of net sales, selling, general and administrative expenses were
26.7%, versus 24.9% during the comparable period last year. The increase in
selling, general and administrative expenses was due to $3.0 million of
additional occupancy expense related to four new stores and six stores expanded
during the preceding 52 weeks.
Depreciation and amortization for the nine month period ended October 31, 1998
was $9.1 million as compared to $8.5 million for the comparable period last
year, an increase of approximately $0.6 million, or 6.7%.
Net interest expense for the nine month period ended October 31, 1998 was $10.9
million versus $9.4 million for the comparable period last year, an increase of
$1.5 million, or 15.9%. The increase in net interest expense primarily resulted
from interest expense incurred on increased average borrowings under the
Company's revolving line of credit. (See "--Liquidity and Capital Resources").
For the nine months ended October 31, 1998, $5.6 million was charged to the
reserve for store closings consisting of $4.5 million for inventory liquidation,
$0.4 million for lease obligations and $0.7 million for other expenses. The
Company anticipates that the remaining balance of the reserve will be used as
anticipated. (See Note 6 - Reserve for Store Closings.)
7
<PAGE>
Loehmann's, Inc.
Management's Discussion and Analysis of Results of Operations
and Financial Condition (Continued)
Liquidity and Capital Resources
For the first nine months of fiscal year 1998, the Company's primary sources of
liquidity were cash generated from operations and borrowings under its revolving
credit facility. The Company's primary uses of its cash is to service its
indebtedness and to fund capital expenditures.
Net cash provided by operating activities in the third quarter ended October 31,
1998, totaled $3.8 million, of which cash of $3.8 million was provided by
operations. Net cash used in investing activities totaled $1.9 million during
the quarter ended October 31, 1998. These expenditures were principally related
to capital expenditures for leasehold improvements and fixtures primarily
associated with the completion of the 1998 new store and expansion program. Net
cash used in financing activities was approximately $1.6 million during the
quarter ended October 31, 1998, and reflects the decrease in borrowings under
the Company's revolving line of credit for the quarter.
Net cash provided by operating activities totaled $0.1 million for the nine
months ended October 31, 1998, of which cash of $10.0 million was provided from
operations after adding back non-cash charges, offset by the use of net working
capital of approximately $9.9 million primarily related to the closing of
stores, such amounts were previously accrued. The closing of stores was
undertaken in connection with the Company's plan, announced during the fourth
quarter of fiscal year 1997, to close ten underperforming stores. Nine stores
were closed in the first quarter of fiscal year 1998, and the tenth is in the
process of being closed. These closures are intended to improve the Company's
liquidity and future operating profitability. Net cash used in investing
activities totaled $6.9 million for leasehold improvements and fixtures
primarily associated with the completion of the 1998 new store and expansion
program. Net cash provided by financing activities was approximately $6.7
million during the nine months ended October 31, 1998, and reflects the proceeds
from borrowings under the Company's revolving line of credit.
8
<PAGE>
Loehmann's, Inc.
Management's Discussion and Analysis of Results of Operations
and Financial Condition (Continued)
On May 12, 1998, the Company refinanced the indebtedness under its existing
credit facility with borrowings under the New Credit Facility with Congress
Financial and the $8.0 million Unsecured Loan. The New Credit Facility provides
for a revolving line of credit and a letter of credit facility aggregating $60.0
million. The Unsecured Loan is supported by a letter of credit issued under the
New Credit Facility. The terms of the loans are for three years and do not
contain any financial covenants. At October 31, 1998, outstanding borrowings
under the New Credit Facility were $40.5 million. The New Credit Facility,
together with the cash generated from operations, is expected to be sufficient
to satisfy the Company's working capital and capital expenditure requirements
over the next twelve months.
Year 2000
The "Year 2000 issue" is caused by the fact that computers read dates as two
digit numbers. For example, a computer reads the year "1998" as "98". As a
result, in the year 2000, computers may be unable to distinguish between the
year 1900 and the year 2000, possibly resulting in computer malfunctions or
failures.
The efficient operation of the Company's business is dependent in part on its
computer software programs and operating system (collectively, "Programs and
Systems"). The Programs and Systems are used in several key areas of the
Company's business, including purchasing, inventory management, point-of-sale
and financial reporting, as well as in various administrative functions. Certain
of the Programs and Systems are maintained by third-party software providers.
The Company is in the process of addressing its exposure to the Year 2000 issue,
and as a result of this process, the Company has identified three phases of its
Year 2000 project: (i) inventory, (ii) assessment, (iii) remediation and
testing. The Company has completed its inventory and assessment of its computer
and application software, as well as its non-information technology equipment.
Plans for establishing compliance have been developed, which include, among
other things: the identification of which non-compliant hardware and software
will be upgraded or replaced, the timetable and resources (both internal and
external) required to achieve those objectives, and the estimated costs. The
Company expects to complete remediation and testing of its Programs and Systems
by
9
<PAGE>
Loehmann's, Inc.
Management's Discussion and Analysis of Results of Operations
and Financial Condition (Continued)
mid-1999. Approximately 50% of the necessary upgrades have occurred to date. The
majority of this work has been performed by third-party software providers,
often as part of existing software maintenance agreements.
The Company is in the process of identifying and communicating with its service
providers, and financial institutions and suppliers to determine their Year 2000
state of readiness and the extent to which the failure of any of their systems
may impact the Company's operations.
Based upon current information, the Company estimates that the costs of
addressing the Year 2000 issue have not been material and are expected to
continue to be immaterial. The planned expenditures for the Company's Year 2000
project are approximately $0.2 million, of which approximately half has been
spent. Although the Company is not currently aware of any material operational
issues or costs associated with making its systems Year 2000- compliant, there
can be no assurance that there will not be a delay in, or increased costs
associated with, the implementation of the necessary systems and changes to
address the Year 2000 issue.
To date, the Company believes that it is difficult to identify its most
reasonably likely worst case Year 2000 scenario. However, a reasonable worst
case scenario would be the failure of major third-party software suppliers to
finish their upgrades to store systems or financial systems. Continuing failures
in these areas could have a material adverse effect on the Company's results of
operations. To date, the Company has not established a contingency plan for
addressing Year 2000 related issues. Where needed, the Company will establish
contingency plans, based on its actual testing experience, to limit to the
extent possible, the effect of Year 2000 issues on the Company's results of
operations. Any such plans would necessarily be limited to situations which the
Company can reasonably be expected to control. The Company expects contingency
plans to be in place by July 31, 1999.
The cost of the Company's Year 2000 project and the date on which the Company
believes it will complete its Year 2000 modifications are based on management's
estimates. Based on the testing done to date, the Company currently believes
that the Year 2000 issue will not pose significant operational problems for its
computer systems. However, due to uncertainties inherent in the Year 2000 issue,
the Company will develop various courses of action to mitigate the effect of any
unforeseen disruptions resulting from failures either by the Company's computer
systems, or those of other companies on which the Company's systems and
operations rely. Notwithstanding any such contingency plans, if the required
modifications and conversions are not made, or are not completed on a timely
basis, or the systems of third parties ( i.e. suppliers and financial
institutions) with whom the Company relies on directly, or indirectly, to be
Year 2000 compliant, are not operational, the Year 2000 issue could have a
material adverse effect on the Company's future results of operations.
10
<PAGE>
Loehmann's, Inc.
Part II--Other Information
Item 5. Other Information
Certain statements in this Quarterly Report on Form 10-Q under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and elsewhere in this quarterly report and in future filings by the
Company with the Securities and Exchange Commission, constitute "forward looking
statements". Such forward looking statements involve known and unknown risks,
uncertainties, and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such forward
looking statements. Such factors include, among others, the following: general
economic and business conditions; competition; success of operating initiatives;
development and operating costs; advertising and promotional efforts; brand
awareness; the existence or adherence to development schedules; the existence or
absence of adverse publicity; availability, locations and terms of sites for
store development; changes in business strategy or development plans; quality of
management; availability, terms and deployment of capital and borrowings;
business abilities and judgment of personnel; Year 2000 readiness and related
contingencies; availability of qualified personnel; labor and employee benefit
costs; changes in, or the failure to comply with, government regulations;
construction costs and other factors referenced in this quarterly report.
11
<PAGE>
Loehmann's, Inc.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.0 Financial Data Schedule (for SEC use only)
(b) No reports on Form 8-K were filed during the quarter ended October 31,
1998.
12
<PAGE>
Loehmann's, Inc.
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.
Dated: December 15, 1998
Loehmann's, Inc.
By: /s/ Robert Glass
----------------
Robert Glass
President, Chief Operating Officer and Director
By: /s/ Dennis Hernreich
--------------------
Dennis Hernreich
Vice President Finance, Chief Financial Officer,
Treasurer, and Assistant Secretary
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEC FORM
10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-30-1999
<PERIOD-START> AUG-02-1998
<PERIOD-END> OCT-31-1998
<CASH> 1672
<SECURITIES> 0
<RECEIVABLES> 6581
<ALLOWANCES> 0
<INVENTORY> 89702
<CURRENT-ASSETS> 97955
<PP&E> 71011
<DEPRECIATION> 0
<TOTAL-ASSETS> 210983
<CURRENT-LIABILITIES> 62419
<BONDS> 0
0
0
<COMMON> 90
<OTHER-SE> 10068
<TOTAL-LIABILITY-AND-EQUITY> 210983
<SALES> 112005
<TOTAL-REVENUES> 112005
<CGS> 74081
<TOTAL-COSTS> 74081
<OTHER-EXPENSES> 30450
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3610
<INCOME-PRETAX> 863
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</TABLE>
