SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _________________
Commission File No. 0-11682
S&K FAMOUS BRANDS, INC.
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(Exact name of registrant as specified in its charter)
Virginia 54-0845694
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11100 West Broad Street, P. O. Box 31800, Richmond, Virginia 23294-1800
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(Address of principal executive offices)
Registrant's telephone number, including area code: (804) 346-2500
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.50 par value
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(Title of Class)
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 _____
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (X)
The aggregate market value of the voting stock held by
nonaffiliates of the registrant as of April 8, 1998, was
approximately $27,802,000.
This figure was calculated by multiplying (i) the mean between
the high and low prices for the registrant's common stock on
April 8, 1998, as reported by The Nasdaq Stock Market, by (ii)
the number of shares of the registrant's common stock not held
by the officers or directors of the registrant or any persons
known to the registrant to own more than five percent of the
outstanding common stock of the registrant. Such calculation
does not constitute an admission or determination that any such
officer, director or holder of more than five percent of the
outstanding common stock of the registrant is an affiliate of
the registrant.
As of April 8, 1998, 5,050,728 shares of the registrant's
Common Stock, $0.50 par value were outstanding.
Documents Incorporated by Reference
The portions of the 1997 Annual Report to Shareholders for the fiscal year ended
January 31, 1998, referred to in Part II, are incorporated by reference into
Part II. The portions of the Proxy Statement for the Company's Annual Meeting of
Shareholders to be held on May 28, 1998, referred to in Part III, are
incorporated by reference into Part III.
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PART I.
Item 1. Business
(a) General Development of Business
S&K Famous Brands, Inc. (the "Company") has been in business for 31 years. The
Company began operations with one store and as of March 30, 1998 operates 210
stores. The Company was incorporated in Virginia in 1970, as successor to a
business established in 1967. As used herein, the term "Company" includes the
Company and its predecessors. The Company's corporate headquarters is located at
11100 West Broad Street, Richmond, Virginia; the telephone number is (804)
346-2500. For a discussion of the Company's business and its development during
the fiscal year ended January 31, 1998 ("fiscal 1998"), see "Narrative
Description of Business."
(b) Financial Information about Industry Segments
The Company is engaged in one line of business, the retail sale of men's
tailored clothing, furnishings, sportswear and accessories. Accordingly, data
with respect to separate industry segments is not applicable and has not been
reported herein.
(c) Narrative Description of Business
General
The Company is engaged in the retail sale of men's tailored clothing,
furnishings, sportswear and accessories through stores trading as S&K Famous
Brand Menswear (S&K). The Company sells in-season, first-quality, men's apparel,
primarily with nationally recognized brand names, at 20% to 40% less than
regular, full- priced department and specialty store prices. This apparel
includes a full line of men's suits, sportcoats, slacks, shirts, ties,
sportswear and related accessories.
The Company's operations are generally conducted under the name S&K Famous Brand
Menswear. As of March 30, 1998 there are 210 stores in 25 states: Virginia,
Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky,
Louisiana, Maine, Michigan, Mississippi, Missouri, New Jersey, New York, North
Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, West
Virginia and Wisconsin. Except for three locations, all of the S&K stores are
located either in strip shopping centers or enclosed shopping malls.
During fiscal 1998, the Company opened 26 new S&K stores, totaling 118,620
square feet, in the following localities:
Arkansas: North Little Rock (1)
Florida: Tallahassee, Tampa
Georgia: Lake Park (1), Savannah (1)
Indiana: Carmel, Lafayette, Muncie
Michigan: Grand Rapids (1), Jackson, Okemos (E. Lansing)
North Carolina: Charlotte (Independence Boulevard (1) and University Park),
Hickory, Rocky Mount, Wilmington (1)
Ohio: Columbus
Oklahoma: Tulsa
Pennsylvania: Reading, York
South Carolina: Columbia (1), Myrtle Beach
Tennessee: Memphis
Virginia: Fredericksburg, Virginia Beach (1)
West Virginia: Martinsburg
(1) These new stores were relocated from previous locations which were closed:
North Little Rock (4,500 sq. ft.), Lake Park (3,000 sq. ft.), Savannah (4,800
sq. ft.), Grand Rapids (3,450 sq. ft.), Charlotte (3,600 sq. ft.), Wilmington
(4,069 sq. ft.), Columbia (3,814 sq. ft.), and Virginia Beach (3,500 sq. ft.).
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In fiscal 1998, the Company closed and relocated eight stores. The Company also
closed the Beaufont Mall store (3,600 square feet) in Richmond, Virginia which
was at the end of the lease term, since it was not meeting the Company's sales
and profitability expectations.
The following table summarizes information concerning store openings and
closings during the fiscal years presented:
<TABLE>
<CAPTION>
<S> <C>
Fiscal Year Ended
Stores: 1/31/98 1/25/97 1/27/96 1/28/95 1/29/94
- ------- ------- ------- ------- ------- -------
Open at beginning of year 194 184 172 154 127
Closed during year 9 8 9 4 1
Opened during year 26 18 21 22 28
-------------- -------------- ------------- ------------ ------------
Open at end of year 211 194 184 172 154
============== ============== ============= ============ ============
Relocations 8 2 0 3 3
</TABLE>
Average sales per selling square foot for the stores included in comparable
store sales statistics were:$226, $218, $215, $212, and $217, in the fiscal
years ended 1998 through 1994, respectively. Other than the general economic and
competitive environment, average sales per selling square foot are primarily
influenced by three factors: sales levels in existing stores from year to year;
an increasing proportion of newer stores which, although profitable, might not
have reached sales levels of more mature stores; and an increasing number of
additional stores in existing markets, where the Company does not expect sales
levels to be as high as in markets in which the Company operates a single store.
New stores opened in existing markets may negatively impact existing store sales
while increasing total market sales. The number of stores opened in existing
markets in fiscal years 1998, 1997, 1996 and 1995, were 26, eight, eight, and
six, respectively.
Merchandise and Marketing
The merchandise offered in the Company's stores feature a wide variety of
nationally recognized labels from America's leading manufacturers as well as the
Company's exclusive, private-labels. This first-quality merchandise is purchased
directly from manufacturers or produced to S&K's specifications and sold at
prices substantially lower than those regularly charged by department and
specialty stores. The Company does not purchase any "seconds" or "irregulars".
S&K offers a complete line of men's apparel: suits, sportcoats, furnishings,
casual clothing, shoes and accessories. Additionally, the Company's "Corporate
Casual" collection, which is sportcoat driven, responds to the trend toward
relaxed dress codes in the workplace.
S&K's sales associates provide the level and quality of customer service
generally found only in exclusive men's clothing stores. These services include
providing basic alterations at modest cost, soliciting comments from customers
as to their satisfaction with the merchandise and services, maintaining customer
files on special preferences, and offering a liberal refund policy for returned
merchandise, including a money-back guarantee. S&K also offers a Premiere Club
for those customers who shop with the Company on a repeat basis. Members of the
Premiere Club receive periodic mailings throughout the year which usually
contain special promotional opportunities, as well as free alterations for the
life of garments purchased.
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S&K uses television as its primary advertising media. Television may be
occasionally supplemented by newspaper for certain promotions or special events
such as grand openings. The Company also uses direct mail for Premiere Club
promotions and prospective customer mailings. The direct mail programs allow the
Company to target Premiere Club customers who have been the most responsive and
loyal to S&K in the past or potential customers who fit the Company's
demographic profile. The Company anticipates that its direct mail promotions
will continue to increase and may ultimately serve as the basis for most future
promotional efforts. Baseball Hall of Famer, Johnny Bench, is the advertising
and marketing spokesperson for the Company. The S&K customer has been receptive
to this association and the Company plans to continue this relationship in
fiscal 1999.
Purchasing and Distribution
Purchasing for all of the Company's stores is directed from the Company's
headquarters in Richmond, Virginia, by the Executive Vice President -
Merchandise.
The Company purchases branded merchandise directly from a number of nationally
recognized manufacturers that produce labels such as Bill Blass, Jones New York,
Daniel Hechter, Andrew Fezza, Pierre Cardin, Evan Picone, Nino Cerruti and Polo
by Ralph Lauren. These purchases consist primarily of merchandise produced
specifically from orders placed by S&K well in advance of manufacturers'
production cycles allowing them to purchase fabrics advantageously and schedule
production during off-peak manufacturing periods. The Company believes these
buying practices enable it to sell this merchandise at prices generally 20% to
40% below prices regularly offered by full-priced department and specialty
stores.
The Company also uses a number of high quality men's clothing factories which
manufacture goods to its specifications for Company-owned labels, such as
Tailors Row, Deansgate, Roberto Villini, Club Run, Fenzia and others. The
Tailors Row label (as well as Tailors Row Finery), which includes suits, blazers
and slacks, offers a 100% worsted wool product with an exceptional level of
tailoring and complements the Company's other clothing lines. The Company's
Roberto Villini label (first introduced in 1996) is carried on suits, sportcoats
and dress slacks tailored in Italy from some of the finest Italian fabrics and
is imported exclusively for S&K. The Roberto Villini label has been expanded and
is now included on shirts, ties and sportswear which complement this fashion
line. The Company's Johnny Bench label was developed to appeal to mainstream
America and currently includes suits, sportcoats and slacks. The various
manufacturing programs enable the Company to better control the quality,
selection and depth of its merchandise and supplement apparel purchased from
brand name manufacturers.
S&K works diligently to establish and maintain good vendor relationships. The
Company purchases merchandise from approximately 160 vendors. Except for one
vendor who accounted for approximately 16%, no other vendor exceeded 10% of the
Company's purchases in fiscal 1998. S&K does not believe that the loss of any
vendor would significantly impact the Company. The Company does not maintain any
long-term purchase commitments or arrangements with any supplier and believes
that there will be sufficient sources of merchandise to support its expansion
plans with no adverse effect on its purchasing practices.
S&K has a basic item replenishment program with its major suppliers for much of
its merchandise to fulfill customers' needs on a timely basis and increase the
Company's inventory turnover. Substantially all of the Company's merchandise is
received centrally at its 110,000 square foot distribution center in Richmond,
Virginia. While the Company does have a program in place to ship direct to the
stores from its vendors, most merchandise is sorted, priced (if not pre-ticketed
by the vendor) and distributed from the distribution center. S&K's stores within
an average 200 mile radius of Richmond receive merchandise once a week with
deliveries generally made by the Company's own trucks. Deliveries are made one
to two times a week to stores outside this radius using common carriers or
package delivery companies. The Company continually enhances and refines its
allocation and distribution processes (generally through technology
improvements). The Company believes that through these enhancements and the
availability of direct vendor shipments to its stores that there is sufficient
capacity for receiving, storing and shipping merchandise to support the
Company's future expansion plans.
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Store Operations
Each store is under the direction of a general manager who is supervised by a
district manager. The district managers, who each generally supervise ten to
fifteen stores, visit the stores frequently to review merchandise needs,
personnel training and performance, and adherence to the Company's operating
procedures.
The Company uses a multi-disciplinary training course specifically developed for
S&K associates. All store associates participate in this 75-day self study
program, which the Company calls its "Gold Star" program. This program sets a
personalized standard of performance for each sales associate on a weekly basis
and closely monitors their progress. Additionally, throughout the year, the
Company conducts numerous one- week, in-house training seminars for selected
management trainees and full-time sales associates. These developmental programs
are enhanced by continuous on-the-job training, video training and periodic, in-
district meetings conducted by district managers or one of the three Vice
Presidents - Operations. Annually, all general managers are brought to Richmond
to participate in a 4-day corporate training and team building session.
The Company stresses promotion from within, and most of the Company's general
managers and district managers have been promoted in this manner. S&K has cash
bonuses and other incentive plans in effect for its store and district managers
which are based upon individual and store performance.
Each store employs an average of six sales associates, some on a part-time
basis. A weekly sales goal is established for each sales associate. The Company
evaluates weekly productivity reports and conducts semi-annual Management by
DevelopmentR goal reviews to apprise each associate of his or her performance.
All sales are accepted with cash, personal checks or independent credit cards
(Visa/Master Card/Discover). The Company assumes no credit risk on credit card
purchases but pays a customary percentage of those sales to a credit card
processor as a service charge. The Company has a liberal refund policy on
returned merchandise.
Information Management and Point-of-Sale System
Inventory records are controlled centrally and updated daily utilizing an
automated point-of-sale (POS) system. Each store's POS system is polled nightly
by the Company's computerized information system. This system assimilates all
data and interfaces with the Company's automated merchandise control, ordering,
replenishment and open-to-buy systems. Physical inventories are conducted in
every store two times a year to verify and enhance the accuracy of the
merchandise information system. Additionally, the store managers provide daily
information to the central office where it is subjected to various sales, cash
and inventory procedures.
All stores have a POS system which includes the following features: automatic
price lookup, the ability to scan barcoded merchandise price tickets, the
ability to send and receive electronic mail, the ability to capture Premiere
Club purchase activity and store productivity reporting capabilities. The
Company has worked with a POS systems provider to develop and customize an
enhanced POS store system, and had 26 stores operating on this system at January
31, 1998. This new POS system facilitates enhanced and expanded customer
tracking, employee productivity reporting and automated point of sale markdowns,
as well as several new modules which include a merchandise locator service,
alterations and manpower scheduling. The Company continues to closely monitor
the results in these stores and works closely with the vendor to further enhance
the software. The Company expects to convert approximately eighty to ninety
stores in 1998. The total project is estimated to require a capital outlay of
approximately $2.0 million and is expected to be completed in 1999.
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In fiscal 1998 the Company formalized a plan designed to provide that all of its
computer systems will be Year 2000 compliant in advance of December 31, 1999.
The Vice President - Management Information Systems updates the Company's MIS
Steering Committee monthly on the progress made. The Company believes that this
plan encompasses all computer applications used in internal operations and
currently expects the cost of required modifications to existing software to be
approximately $100,000.
Store Expansion
The Company plans to continue its policy of pursuing suitable locations and
opening new stores when attractive opportunities are presented. The general plan
for expansion is to increase sales and market share through the development of
additional store locations in both existing and new markets, subject to
favorable economic conditions.
The Company is currently seeking new S&K store locations in the eastern half of
the United States. The criteria used in selecting sites for new stores include
the geographic locations and the demographics and psychographics of the
surrounding area. Based on S&K's research, the Company locates its stores in
areas that appear most likely to be receptive to the Company's retailing
strategy. These store sites could be in regional shopping malls or strip
shopping centers generally located near a regional mall, or in outlet centers.
With respect to store sites in these centers, the Company considers the
principal anchor stores located in the center, tenant mix and the positioning of
the Company's site within that center.
The S&K stores are designed to provide what the Company believes is required by
the modern-day value- conscious consumers of menswear. The Company's store
formats are designed to attract a broad mix of customers by providing the
customer with the opportunity to make purchases quickly during leisure time as
well as having quality merchandise displayed in attractive store settings.
Additionally, each store format incorporates the latest advances in
merchandising techniques.
The Company currently has three formats: approximately 51% of the stores are
considered to be traditional stores, 29% are outlets and 20% are superstores.
The 3,900 square foot traditional S&K store provides a specialty store setting
and is generally located in or near regional malls in mid-size markets. The
3,500 square foot outlet store is located within outlet centers and is designed
to attract the bargain shopper. The 4,500-6,500 square foot superstore carries a
much broader merchandise assortment, especially in tailored clothing. The larger
format also enables the Company to use "shop concepts" within the store, i.e. -
formal shop, Italian shop, Big & Tall shop, shoes, etc., as well as expand the
presentation of its "Corporate Casual" collection.
Seasonality
The Company's business is highly seasonal, with peak sales periods occurring
during the fourth fiscal quarter, which includes the Christmas season. The
fourth fiscal quarter generally accounts for approximately 30-33% of the
Company's net sales and 50-55% of its net earnings for a fiscal year.
Working Capital
The Company has historically funded its working capital from internally
generated funds and from bank borrowings and expects these sources to continue
to be adequate for the foreseeable future.
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Competition
The retail men's apparel business is highly competitive. The Company's stores
compete with department stores, other men's specialty stores and discount
clothing stores. The Company competes on the basis of price, quality and
selection of merchandise, as well as customer service and store location. Many
of its competitors are considerably larger than the Company and have
substantially greater financial and other resources. At various times throughout
the year, department store chains and full-priced specialty shops offer brand
name merchandise at substantial markdowns, which may result in prices matching
or less than those regularly offered by the Company.
Employees
As of January 31, 1998, the Company had approximately 1,725 employees, more than
half of whom worked part-time. A number of part-time employees are usually added
during the Christmas holiday season. None of the Company's employees are covered
by collective bargaining agreements. The Company considers its employee
relations to be good.
Information Regarding Forward-Looking Statements
The provisions of the Private Securities Litigation Reform Act of 1995 (the
"Act") provide companies with a "safe harbor" when making forward-looking
statements. This "safe harbor" encourages companies to provide prospective
information about their companies without fear of litigation. The Company wishes
to take advantage of the "safe harbor" provisions of the Act and is including
this section in its Annual Report on Form 10-K in order to do so. Company
statements that are not historical facts, including statements about
management's expectations for fiscal year 1999 and beyond, are forward-looking
statements and involve various risks and uncertainties. Factors that could cause
the Company's actual results to differ materially from management's projections,
forecasts, estimates and expectations include, but are not limited to, the
following:
(a) changes in the amount and degree of promotional intensity
exerted by current competitors and potential new competitors
many of whom are, or may be, larger and have greater financial
and marketing resources;
(b) changes in general U.S. economic conditions including, but not
limited to, consumer credit availability, interest rates,
inflation, and consumer sentiment about the economy in
general;
(c) changes in availability of working capital and capital
expenditure financing, including the availability of the
Company's existing working capital credit facilities to
support development of retail stores;
(d) changes in the availability of acceptable terms of appropriate
real estate locations for expansion;
(e) the presence or absence of new products or product features in
the merchandise categories the Company sells and changes in
the Company's actual merchandise sales mix, including the
trend toward corporate casual attire;
(f) changes in availability of or access to both domestic and
foreign sources of merchandise inventory;
(g) the ability to maintain an effective leadership team in a
dynamic environment of changes in the cost or availability of
a suitable work force to manage and support the Company's
service-driven operating strategy;
(h) changes in production or distribution costs of the Company's
advertising;
(i) unusual weather patterns.
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The United States retail industry and the specialty apparel retail industry in
particular are dynamic by nature and have undergone significant changes in
recent years. The Company's ability to anticipate and successfully respond to
continuing challenges is key to achieving its expectations.
Trademarks and Service Marks
The Company believes it has the right to use all trademarks and service marks
necessary to conduct its business as currently operated. The Company considers
these marks and the accompanying customer recognition and goodwill to be
valuable to its business, particularly in the case of its "S&K"-related service
marks and logos. The Company believes its existing rights to use such marks can
be preserved through continued use of the marks and, where applicable, renewal
of registrations.
(d) Financial Information about Foreign and Domestic Operations
and Export Sales
The Company has no foreign operations or export sales.
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Item 2. Properties
As of March 30, 1998 all but one of the Company's 210 stores are leased. The
Company owns a superstore which it built and opened in March 1998. With the
exception of three locations, all the stores are located in strip shopping
centers, enclosed malls, or outlet centers. The square footage of the stores
varies with store format. The traditional S&K store generally ranges in size
from approximately 3,500 to 4,500 square feet, the outlet stores from 3,000 to
4,000 square feet and the superstores from 4,500 to 6,500 square feet. All
stores are located in close proximity to population centers, department stores
and other retail operations and are often situated near a major highway or
thoroughfare.
As leases expire, the Company generally exercises a renewal option when
desirable. It is S&K's strategy to negotiate its leases to include termination
clauses exercisable within two years of initial occupancy. By exercising this
termination clause when appropriate, S&K is able to minimize any long-term
effect of opening an undesirable location which would be unable to meet volume
and profitability expectations. Additionally, these termination clauses give the
Company flexibility to relocate a store should a more attractive site become
available in that market. In most cases, the Company's new stores have been
profitable, on an operating basis, in the first quarter of their operation.
The company closed nine S&K stores in fiscal 1998 (all but one closure were
relocations): Richmond (Beaufont Mall) and Virginia Beach, Virginia; Columbia,
South Carolina; Wilmington and Charlotte, North Carolina; North Little Rock,
Arkansas; Savannah and Lake Park, Georgia; and Grand Rapids, Michigan.
As of March 30, 1998, the Company operated 210 stores in 25 states. The
following summary recaps the number of current locations by state.
Number of stores
----------------
Virginia ........................................ 26
Alabama .......................................... 10
Arkansas ........................................ 4
Florida ......................................... 19
Georgia ........................................ 9
Illinois ........................................ 6
Indiana ......................................... 12
Iowa ............................................ 1
Kentucky ........................................ 2
Louisiana ....................................... 6
Maine ........................................... 2
Michigan ........................................ 12
Mississippi ..................................... 1
Missouri ......................................... 2
New Jersey ...................................... 1
New York ........................................ 16
North Carolina .................................. 23
Ohio ............................................ 11
Oklahoma ........................................ 3
Pennsylvania .................................... 9
South Carolina .................................. 10
Tennessee ...................................... 14
Texas ........................................... 5
West Virginia ................................... 3
Wisconsin ....................................... 3
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Total ........................................... 210
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Store leases generally provide for an annual base rent of between $6.00 and
$21.50 per square foot. Most leases contain provisions which require the payment
of a percentage of sales as additional rent, generally when sales reach
specified levels.
The Company's executive offices are located at its Corporate Headquarters and
Central Distribution Center in Richmond, Virginia, and are owned by the Company.
The total facility contains approximately 130,000 square feet, with the
distribution center occupying approximately 110,000 of that square footage.
Item 3. Legal Proceedings
There are no legal proceedings against the Company which are expected to have a
material adverse effect upon the Company or its financial condition.
Item 4. Submission of Matters to a Vote of Security Holders
None.
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Executive Officers of the Registrant
The executive officers of the Company who serve at the discretion of the Board
of Directors are as follows:
Stuart C. Siegel, 55, is Chairman of the Board of Directors of the Company, and
is Chief Executive Officer.
Donald W. Colbert, 48, is President and Chief Operating Officer and is a
director of the Company.
Robert E. Knowles, 48, is Executive Vice President, Chief Financial Officer,
Secretary and Treasurer. Mr. Knowles is a Certified Public Accountant.
Robert J. Taphorn, 52, has been Executive Vice President in charge of
merchandising and distribution since January 1994. Prior to January 1994, he was
a National Merchandise Manager in charge of home fashions for the catalog
division of Sears, Roebuck and Company from April 1992 to July 1993.
Harry S. Shendow, 64, is Senior Vice President--Merchandise.
Weldon J. Wirick, III, 47, is Senior Vice President--Operations.
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PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Please see page 8 of the 1997 Annual Report to Shareholders under the caption
"Price Ranges of Common Shares," which is incorporated herein by reference.
During the fiscal year ended January 31, 1998, the Company contributed 5,137
shares of its common stock to the S&K Famous Brands Employees' Profit
Sharing/Savings Plan. The contribution was exempt from registration pursuant to
section 3 (a) 2 of the Securities Act of 1933, as amended, because the Plan does
not permit employee contributions to be invested in the Company's securities.
Item 6. Selected Financial Data
Please see page 6 of the 1997 Annual Report to Shareholders under the caption
"Five-Year Summary of Selected Financial Data," which is incorporated herein by
reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Please see pages 7 - 8 of the 1997 Annual Report to Shareholders under the
caption "Management's Discussion and Financial Review," which is incorporated
herein by reference.
Item 8. Financial Statements and Supplementary Data
Please see Part IV, Item 14 (a) 1., captioned "Financial Statements," for a list
of financial statements which are incorporated herein by reference from the 1997
Annual Report to Shareholders.
Please see page 12 of the 1997 Annual Report to Shareholders under the caption
"Quarterly Financial Data (unaudited)," which is incorporated herein by
reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
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PART III
Item 10. Directors and Executive Officers of the Registrant
Please see pages 4 - 5 of the registrant's definitive Proxy Statement under the
caption "Information Regarding Nominees", for information concerning directors,
which is incorporated herein by reference.
Please see section entitled "Executive Officers of the Registrant" in Part I of
this report for information concerning executive officers.
Item 11. Executive Compensation
Please see pages 6 - 7 and page 10 of the registrant's definitive Proxy
Statement under the captions "Executive Compensation" and "Compensation
Committee Interlocks and Insider Participation," and page 5 of the registrant's
definitive Proxy Statement under the caption "Directors' Compensation", which
are incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Please see pages 2 - 3 of the registrant's definitive Proxy Statement under the
captions "Security Ownership of Certain Beneficial Owners" and "Security
Ownership of Management," which is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
Please see page 5 and pages 7 - 8 of the registrant's definitive Proxy Statement
under the captions "Certain Relationships and Related Transactions" and "Stock
Purchase Loan Plan" which are incorporated herein by reference.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed as part of this report:
Page in
Annual Report
1. Financial Statements: -------------
The following financial statements of S&K Famous Brands,
Inc. and report of independent accountants, included in
the registrant's 1997 Annual Report to Shareholders are
incorporated by reference in Item 8:
Statements of Income for the fiscal years ended January
31, 1998, January 25, 1997 and January 27, 1996. 9
Statements of Changes in Shareholders' Equity for the
fiscal years ended January 31, 1998, January 25, 1997 and
January 27, 1996. 9
Balance Sheets at January 31, 1998 and January 25, 1997. 10
Statements of Cash Flows for the fiscal years ended
January 31, 1998, January 25, 1997 and January 27, 1996. 11
Notes to Financial Statements 12 - 15
Report of Independent Accountants 15
2. Financial Statement Schedules:
None.
3. Exhibits required to be filed by Item 601 of Regulation S-K:
See INDEX TO EXHIBITS
(b) Reports on Form 8-K filed during the last quarter of the year ended
January 31, 1998.
None.
Except for the information referred to in Items 5, 6, 7, 8 and 14(a) 1. hereof,
the 1997 Annual Report to Shareholders for the fiscal year ended January 31,
1998 shall not be deemed to be filed pursuant to the Securities Exchange Act of
1934.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
S&K FAMOUS BRANDS, INC.
Date: April 10, 1998 /s/ Stuart C. Siegel
--------------------------------------------
STUART C. SIEGEL
Chairman of the Board and Chief Executive
Officer (Principal Executive Officer)
Date: April 10, 1998 /s/ Robert E. Knowles
--------------------------------------------
ROBERT E. KNOWLES
Executive Vice President, Chief Financial
Officer, Secretary and Treasurer (Principal
Financial Officer)
Date: April 10, 1998 /s/ Janet L. Jorgensen
--------------------------------------------
JANET L. JORGENSEN
Vice President - Controller (Principal
Accounting Officer)
16
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Date: April 10, 1998 /s/ Stuart C. Siegel
--------------------------------------------
STUART C. SIEGEL, Chairman of the Board of
Directors
Date: April 10, 1998 /s/ Robert L. Burrus, Jr.
--------------------------------------------
ROBERT L. BURRUS, JR., Director
Date: April 10, 1998 /s/ Donald W. Colbert
--------------------------------------------
DONALD W. COLBERT, President and Chief
Operating Officer, Director
Date: April 10, 1998 /s/ Selwyn S. Herson
--------------------------------------------
SELWYN S. HERSON, Director
Date: April 10, 1998 /s/ Andrew M. Lewis
--------------------------------------------
ANDREW M. LEWIS, Director
Date: April 10, 1998 /s/ Steven A. Markel
--------------------------------------------
STEVEN A. MARKEL, Director
Date: April 10, 1998 /s/ Troy A. Peery, Jr.
--------------------------------------------
TROY A. PEERY, JR., Director
Date: April 10, 1998 /s/ Marshall B. Wishnack
--------------------------------------------
MARSHALL B. WISHNACK, Director
17
<PAGE>
INDEX TO EXHIBITS
Exhibit No.
(3) Articles of incorporation and bylaws
a. Registrant's Amended and Restated Articles of Incorporation, filed
as Exhibit 3(a) to registrant's Registration Statement on Form
S-1, No. 2-85291, are expressly incorporated herein by this
reference.
b. Registrant's Articles of Amendment to its Amended and Restated
Articles of Incorporation, filed as Exhibit 4(b) to registrant's
Registration Statement on Form S-8 (No. 33-23918), are expressly
incorporated herein by this reference.
c. Registrant's Articles of Amendment to its Amended and Restated
Articles of Incorporation, filed as Exhibit 3(c) to the
registrant's Form 10-K for the year ended January 29, 1994, are
expressly incorporated herein by this reference.
d. Bylaws of registrant as amended, filed as Exhibit 3(b) to the
registrant's Form 10-K for the year ended January 25, 1986 (File
#0-11682), are expressly incorporated herein by this reference.
e. Amendments to registrant's Bylaws, filed as Exhibit 4.5 to the
registrant's Registration Statement on Form S-8 (No. 33-72270),
are expressly incorporated herein by this reference.
(4) Instruments defining the rights of security holders, including indentures.
a. Amended and Restated Credit Agreement dated as of May 31, 1997,
between the registrant and Signet Bank/Virginia (now First Union
Bank), filed as Exhibit 4(b) to the registrant's Quarterly Report
on Form 10-Q for the quarter ended July 26, 1997, is expressly
incorporated herein by this reference.
b. Bond Purchase Agreement and Agreement of Sale dated December 1,
1983, by and among registrant and Industrial Development Authority
of the County of Henrico, Virginia, Bank of Virginia, and Bank of
Virginia Trust Company, filed as Exhibit 2(d) to registrant's Form
8-A Registration Statement (File #0-11682), is incorporated herein
by this reference.
c. First Amendment to Bond Purchase Agreement and Agreement of Sale
dated November 1, 1984, by and among registrant, Industrial
Development Authority of the County of Henrico, Virginia, and
United Virginia Bank (now Crestar Bank), filed as Exhibit 19 to
the registrant's Quarterly Report on Form 10-Q for the quarter
ended October 27, 1984 (File #0- 11682), is expressly incorporated
herein by this reference.
d. Credit Agreement dated as of March 10, 1994, between the
registrant and Crestar Bank, filed as Exhibit 4(d) to the
registrant's Form 10-K for the year ended January 29, 1994, is
expressly incorporated herein by this reference.
e. Amendment to Credit Agreement dated April 30, 1997, between the
registrant and Crestar Bank filed as Exhibit 4(a) to the
registrant's Form 10-Q for the quarter ended July 26, 1997, is
expressly incorporated herein by this reference.
18
<PAGE>
(10) Material Contracts
a. Lease dated November 7, 1980, between registrant and Stuart C.
Siegel and amendment dated July 1, 1983, filed as Exhibit 10(e) to
registrant's Form S-1 Registration Statement (File #2-85291) and
as Exhibit (10)(e)(1) to Amendment No. 1 to registrant's
Registration Statement on Form S-1 (File #2-85291), respectively,
are expressly incorporated herein by reference.
* b. Deferred compensation agreements dated February 1, 1988, between
registrant and the following officers of the registrant: Stuart C.
Siegel, Donald W. Colbert, Robert E. Knowles, Harry S. Shendow,
Weldon J. Wirick, III, and James D. Moore, Jr. filed as Exhibit
19(a) to registrant's Quarterly Report on Form 10-Q for the
quarter ended April 30, 1988 (File #0-11682), is expressly
incorporated herein by this reference.
* c. 1983 Stock Option Plan as amended on May 28, 1987, filed as
Exhibit 10(c) to registrant's Annual Report on Form 10-K for the
year ended January 30, 1988 (File #0-11682), is expressly
incorporated herein by this reference.
* d. Executive Split Dollar Life Insurance Plan and Executive Split
Dollar Life Insurance Agreement, dated May 1, 1990, between
registrant and Stuart C. Siegel with a schedule of other
participants and their respective coverage amounts, filed as
Exhibit 10(e) to registrant's Annual Report on Form 10-K for the
year ended January 30, 1993 (File #0- 11682), is expressly
incorporated herein by this reference.
* e. 1991 Stock Option Plan, filed as Exhibit 19 to registrant's
Quarterly Report on Form 10-Q for the quarter ended July 27, 1991
(File #0-11682), is expressly incorporated herein by this
reference.
* f. Amendment to 1991 Stock Option Plan, filed as Exhibit 19 to
registrant's Quarterly Report on Form 10-Q for the quarter ended
May 1, 1993 (File #0-11682), is expressly incorporated herein by
this reference.
* g. Amendment to 1991 Stock Option Plan.
* h. Stock Purchase Loan Plan filed as Exhibit A to the registrant's
definitive proxy statement for the Annual Meeting of Shareholders
held on May 25, 1995 (file #0-11682) is incorporated herein by
this reference.
(13) Annual report to security holders, Form 10-Q or quarterly report to
security holders
a. Registrant's 1997 Annual Report to its Shareholders for the fiscal
year ended January 31, 1998.
(23) Consents of Experts and Counsel
a. Consent of Independent Accountants
(27) Financial Data Schedule
* Management contract or compensatory plan or arrangement of the Company
required to be filed as an exhibit.
19
Exhibit 10 (g)
Amendment to 1991 Stock Option Plan
CERTIFIED EXTRACT OF MINUTES
I, the undersigned, Secretary of S & K Famous Brands, Inc., hereby certify
that the following is a true copy of resolutions duly adopted by the Board of
Directors in accordance with the Bylaws, and recorded in the minutes of, a
meeting of the said Board duly held on March 19, 1997, and not, subsequently
rescinded or modified:
RESOLVED, that the S & K Famous Brands, Inc. 1991 Stock Option Plan
(the "Plan") is hereby amended to increase the number of common shares
reserved for issuance upon the exercise of stock options, from 400,000
to 600,000 shares.
RESOLVED, that the Board of Directors of the Company recommends to the
Shareholders of the Company that such amendment be approved.
I further certify that the foregoing amendment to the Stock Option Plan was
approved by the Shareholders at the Annual Meeting held on May 29, 1997.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 6th day of
April, 1998.
S & K FAMOUS BRANDS, INC.
By /s/ Robert E. Knowles
-------------------------------
Robert E. Knowles, Secretary
<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
Fiscal Year Ended
(Dollar amounts in thousands, except per share data)
-------------------------------------------------------------------
January 31, January 25, January 27,
1998 1997 1996
------------------ ---------------- -----------------
<S> <C>
Net sales ............................................ $ 144,983 $ 130,222 $ 122,759
Income before taxes .................................. 8,034 7,294 4,405
Net income ........................................... 4,981 4,610 2,731
Net income per share:
Basic............................................ .99 .91 .55
Diluted.......................................... .97 .91 .55
Working capital ...................................... 35,000 33,804 33,046
Total assets ......................................... 69,446 62,429 60,598
Shareholders' equity ................................. 49,521 45,109 40,372
Number of stores ..................................... 211 194 184
</TABLE>
<PAGE>
<TABLE>
FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA
<CAPTION>
Fiscal Year Ended
(Dollar and share amounts in thousands, except per share data)
------------------------------------------------------------------------
January 31, January 25, January 27, January 28, January 29,
1998 1997 1996 1995(1) 1994(1)
---------- ---------- ---------- ---------- ---------
<S> <C>
INCOME STATEMENT DATA:
Net sales .................................... $ 144,983 $ 130,222 $ 122,759 $ 112,416 $ 98,976
---------- ---------- ---------- ---------- ---------
Cost of sales................................ 76,085 69,954 67,896 64,078 55,202
Gross profit................................. 68,898 60,268 54,863 48,338 43,774
Selling, general and
administrative expenses................... 57,964 51,779 47,279 42,084 36,001
Interest..................................... 536 546 797 740 467
Depreciation and amortization ............... 2,404 2,242 2,174 2,008 1,615
Net income................................... 4,981 4,610 2,731 2,350 3,610
INCOME PER SHARE DATA:
Basic net income per share................... $ 0.99 $ 0.91 $ 0.55 $ 0.49 $ 0.75
Diluted net income per share................. 0.97 0.91 0.55 0.48 0.74
Weighted average shares outstanding ......... 5,026 5,066 4,989 4,835 4,801
Weighted average shares outstanding
including dilutive potential common
shares.................................... 5,118 5,092 5,006 4,877 4,899
BALANCE SHEET DATA:
Working capital.............................. $ 35,000 $ 33,804 $ 33,046 $ 34,644 $ 33,815
Inventories.................................. 43,896 41,511 39,702 40,397 38,595
Net property and equipment................... 17,833 14,755 15,092 14,799 13,831
Total assets................................. 69,446 62,429 60,598 60,341 56,482
Long-term debt (including
current maturities)..................... 5,483 5,360 9,121 12,963 13,343
Shareholders' equity......................... 49,521 45,109 40,372 37,559 35,042
Book value per share......................... 9.88 8.90 7.98 7.76 7.27
Current ratio................................ 3.6:1 4.1:1 4.3:1 4.9:1 5.6:1
Number of stores open at
end of period........................... 211 194 184 172 154
</TABLE>
(1)For fiscal 1995 and prior, the Company changed its method of determining the
cost of inventory as described in the Notes to Financial Statements - Note 2.
The change was applied retroactively and decreased net income amounts
previously reported in fiscal 1995 by $198,000 or $.04 per share and in
fiscal 1994 by $404,000 or $.09 per share.
<PAGE>
MANAGEMENT'S DISCUSSION AND FINANCIAL REVIEW
RESULTS OF OPERATIONS
The following table sets forth certain items in the Statements of Income as a
percentage of net sales for fiscal years 1998, 1997 and 1996.
<TABLE>
<CAPTION>
<S> <C>
Percentage of Net Sales
-----------------------------------------------------
Fiscal Year Ended
-----------------------------------------------------
1/31/98 1/25/97 1/27/96
------------- --------------- -------------
Net sales........................................ 100.0 100.0 100.0
Cost of sales..................................... 52.5 53.7 55.3
------------- --------------- -------------
Gross profit .................................... 47.5 46.3 44.7
Other costs and expenses:
Selling, general and administrative.......... 40.0 39.8 38.5
Interest..................................... 0.4 0.4 0.6
Depreciation and amortization ............... 1.6 1.7 1.8
Other (income) expense, net.................. -- (1.2) 0.2
------------- --------------- -------------
Income before income taxes........................ 5.5 5.6 3.6
Provision for income taxes........................ 2.1 2.1 1.4
------------- --------------- -------------
Net income........................................ 3.4 3.5 2.2
============= =============== =============
</TABLE>
Year Ended January 31, 1998 Compared to Year Ended January 25, 1997
Net sales increased by 11%, or $14.8 million, from fiscal 1997 to fiscal 1998.
Exclusive of the volume in the three former Menswear Mega Centers (MMC) which
were sold in 1996, net sales increased 15%. The 15% increase in net sales
reflects the addition of 26 new stores (which includes eight relocations) and
one closure. Comparable store sales were up 6% for fiscal 1998. Fiscal 1998
was a 53-week year while fiscal 1997 was a 52-week year. On a basis consistent
with a 52-week year, comparable store sales in fiscal 1998 were up 5%. Sales
were positively impacted by continued strong suit sales and various marketing
campaigns.
Cost of sales in fiscal 1998 was 52.5% of net sales compared to 53.7% of net
sales in fiscal 1997. This 1.2% of net sales reduction was due to having the
lower margin sales volume from the former MMC during the first eight months of
fiscal 1997 and reduced markdowns as a percentage of net sales in fiscal 1998.
Selling, general and administrative expenses in fiscal 1998 were 40.0% of net
sales compared to 39.8% of net sales in fiscal 1997. This .2% of net sales
increase was the net result of not having the lower overhead MMC sales this
year offset in part by lower advertising costs and medical claims as a
percentage of net sales.
Other income, net, in fiscal 1997 included non-recurring gains of $1.1 million
($671,000 after tax, or $0.13 per basic share), net of related expenses and
incentives associated with buyouts of two store leases and $295,000 ($0.06 per
basic share) of non-taxable insurance proceeds.
The effective tax rate in fiscal 1998 was 38.0% of income before income taxes
compared to 36.8% in fiscal 1997. The lower effective tax rate in fiscal 1997
was attributable to the non-taxable insurance proceeds discussed in other
income, net, above.
<PAGE>
Year Ended January 25, 1997 Compared to Year Ended January 27, 1996
Net sales increased by 6% or $7.5 million, from fiscal 1996 to fiscal 1997.
The increase in net sales reflects the net addition of ten new stores in
fiscal 1997. The Company opened 18 new stores and closed eight stores
(including the three remaining MMC in the Washington, DC market, three S&K
locations which had not met the Company's sales and profitability expectations
and two relocations). Comparable store sales were up 5%. Sales were positively
impacted by strong suit sales and an aggressive marketing campaign.
Cost of sales in fiscal 1997 was 53.7% of net sales compared to 55.3% of net
sales in fiscal 1996. This 1.6% of net sales reduction was primarily due to a
reduction in lower margin MMC sales this year as the Company closed down that
operation.
Selling, general and administrative expenses in fiscal 1997 were 39.8% of net
sales compared to 38.5% of net sales in fiscal 1996. This 1.3% of net sales
increase was primarily attributable to a reduction in lower overhead MMC
sales, higher advertising costs associated with an aggressive marketing
campaign which was directed at increasing market share and higher compensation
incentives, and to a lesser extent, increased medical claims.
Interest expense was .4% of net sales in fiscal 1997 compared to .6% of net
sales in fiscal 1996. This .2% of net sales decrease resulted from a 34%
reduction in average borrowings from $9.5 million in fiscal 1996 to $6.3
million in fiscal 1997 and a 9% decrease in average borrowing rates.
Other, net consists of other income of 1.2% of net sales in fiscal 1997
compared to other expense of .2% of net sales in fiscal 1996. Fiscal 1997's
other income primarily consists of three non-recurring items: $747,000
($463,000 after tax, or $0.09 per share) gain, net of related expenses and
corporate incentives, associated with the lease buyout of a former MMC
location; $336,000 ($208,000 after tax or $.04 per share) gain, net of related
expenses, associated with the lease buyout of a former S&K store; and $295,000
of non-taxable ($.06 per share) insurance proceeds from a life insurance
policy. Fiscal 1996's other expense included closing costs associated with
nine stores (including two MMC locations in Chicago, Illinois.)
The effective tax rate decreased to 36.8% in fiscal 1997 from 38.0% in fiscal
1996 and was attributable to the non-taxable, non-recurring insurance proceeds
disclosed in other, net above.
LIQUIDITY AND CAPITAL RESOURCES
In fiscal 1998, the Company funded its operating activities, including capital
expenditures for the opening of new stores, from internally generated funds
and from bank borrowings. During fiscal 1998, the Company built 26 new S&K
stores, converted one existing store to its superstore format and remodeled 15
other S&K stores. The Company believes that its sources of liquidity and
capital resources will continue to be sufficient to fund its operations and
capital expenditures.
Operating activities for the last three fiscal years provided net cash of $6.9
million, $6.3 million and $7.2 million, respectively. The increase between
fiscal 1998 and 1997 was attributable primarily to higher net income and
secondarily to increased payables offset by increased inventory purchases. The
decrease between fiscal 1997 and 1996 was primarily the result of increased
inventory purchases offset in part by higher net income.
Net cash used in investing activities for the last three fiscal years was
primarily for the purpose of store expansion and remodeling and approximated
$6.1 million, $2.4 million and $3.3 million, respectively. Fiscal 1998
included capital expenditures for eight more new stores and four more
remodelings compared to fiscal 1997. Fiscal 1998 also included approximately
$1.7 million in capital expenditures for an owned superstore location which
opened in March 1998. Fiscal 1996 included two more stores and greater
remodeling costs than fiscal 1997.
Net cash used for financing activities for the last three fiscal years was
$0.8 million, $3.9 million and $4.0 million, respectively. Financing
activities primarily relate to fluctuations in the principal of the Company's
revolving credit agreements. Financing activities for fiscal 1998 included
$0.8 million used for the repurchase of 74,000 shares of common stock. The
Company's unsecured revolving credit agreements with two banks aggregate $30.0
million. The Company has the right at the end of May 2000 to convert the
revolving credit agreements into four year term loans. At the end of fiscal
1998, the Company had $27.9 million available for use under its bank revolving
lines of credit.
<PAGE>
OTHER MATTERS
Historically, inflation has not significantly affected the Company's gross
margins. When necessary, the Company has generally been able to pass through
price increases as the cost of merchandise has increased.
The Company is following a plan designed to ensure that all of its computer
systems will be Year 2000 compliant in advance of December 31, 1999. The
Company believes that this plan encompasses all computer applications used in
internal operations. The plan, which began in fiscal 1998, will continue
through 1999 and is currently expected to require modifications to existing
software costing approximately $100,000. The Year 2000 issue may impact
vendors that provide products or services to the Company. The Company cannot
estimate or predict the potential adverse consequences, if any, that could
result from the vendors' failure to address this issue.
PRICE RANGES OF COMMON SHARES
S&K Famous Brands, Inc. common shares are traded on The Nasdaq Stock Market
under the symbol SKFB. The following table is a quarterly composite of high
and low stock prices.
<TABLE>
<CAPTION>
<S> <C>
Fiscal Year Ended January
----------------------------------------------------------------------------------
Quarter 1998 1997
-------
------------------------------------ ------------------------------------
High Low High Low
-------------- ------------ -------------- -----------
First.................................. 10 1/2 9 1/8 8 1/2 5 5/8
Second................................. 13 10 10 13/15 7 3/4
Third.................................. 16 12 1/8 9 1/8 7 3/8
Fourth................................. 14 1/2 12 1/4 10 1/2 7 7/8
</TABLE>
As of January 31, 1998, there were approximately 2,200 holders of S&K common
stock, including approximately 304 holders of record. The number of record
holders does not reflect the number of beneficial owners of the Company's
common stock for whom shares are held by Cede & Co., certain brokerage firms
and others. The Company has not declared cash dividends and anticipates that
for the foreseeable future it will continue to follow its present policy of
retaining earnings in order to finance the expansion and development of its
business.
<PAGE>
<TABLE>
STATEMENTS OF INCOME
(in thousands, except per share data)
<CAPTION>
<S> <C>
Fiscal Year Ended
---------------------------------------------------------------
January 31, January 25, January 27,
1998 1997 1996
----------------- --------------- ---------------
NET SALES............................................. $ 144,983 $ 130,222 $ 122,759
Cost of sales......................................... 76,085 69,954 67,896
----------------- --------------- ---------------
Gross profit.......................................... 68,898 60,268 54,863
Other costs and expenses:
Selling, general and administrative.............. 57,964 51,779 47,279
Interest......................................... 536 546 797
Depreciation and amortization.................... 2,404 2,242 2,174
Other (income) expense, net...................... (40) (1,593) 208
----------------- --------------- ---------------
Income before income taxes............................ 8,034 7,294 4,405
Provision for income taxes............................ 3,053 2,684 1,674
----------------- --------------- ---------------
Net income............................................ $ 4,981 $ 4,610 $ 2,731
================= =============== ===============
Net income per common share:
Basic............................................ $ 0.99 $ 0.91 $ 0.55
================= =============== ===============
Diluted.......................................... $ 0.97 $ 0.91 $ 0.55
================= =============== ===============
Weighted average common shares outstanding - 5,026 5,066 4,989
basic...........................................
Dilutive effect of stock options...................... 92 26 17
----------------- --------------- ---------------
Weighted average common shares outstanding
including dilutive potential common shares....... 5,118 5,092 5,006
================= =============== ===============
<PAGE>
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(in thousands)
<CAPTION>
Common Stock
---------------------- Capital in Notes Receivable
Excess of Stock Purchase Retained
Shares Amount Par Value Loan Plan Earnings Total
---------- --------- ------------ ------------ ----------- ----------
Balance -- January 28, 1995 4,838 $ 2,419 $ 6,365 $ $ 28,775 $ 37,559
Net income 2,731 2,731
Issuances of common stock 6 3 37 40
Issuances of common stock under
the stock purchase loan plan ...... 214 107 1,393 1,500
Notes receivable - stock purchase .... (1,500) (1,500)
Reduction of notes receivable ........ 42 42
---------- --------- ------------ ------------ ----------- ----------
Balance -- January 27, 1996 ........... 5,058 2,529 7,795 (1,458) 31,506 40,372
Net income .......................... 4,610 4,610
Issuances of common stock ........... 8 4 42 46
Reduction of notes receivable ........ 81 81
---------- --------- ------------ ------------ ----------- ----------
Balance -- January 25, 1997 ............ 5,066 2,533 7,837 (1,377) 36,116 45,109
Net income............................ 4,981 4,981
Repurchase of common stock............ (74) (37) (729) (766)
Issuances of common stock............. 5 3 48 51
Exercise of stock options............. 17 8 76 84
Reduction of notes receivable......... 62 62
---------- --------- ------------ ------------ ----------- ----------
Balance -- January 31, 1998 ............ 5,014 $ 2,507 $ 7,232 $ (1,315) $ 41,097 $ 49,521
========== ========= ============ ============ =========== ==========
See Notes to Financial Statements.
<PAGE>
BALANCE SHEETS
(in thousands, except per share amounts)
<CAPTION>
January 31, January 25,
1998 1997
---------------- ---------------
ASSETS
Current assets:
Cash............................................................... $ 593 $ 537
Accounts receivable................................................ 554 398
Merchandise inventories............................................ 43,896 41,511
Other current assets............................................... 3,170 2,295
---------------- ---------------
Total current assets....................................... 48,213 44,741
Property and equipment, net........................................ 17,833 14,755
Other assets ...................................................... 3,400 2,933
---------------- ---------------
$ 69,446 $ 62,429
================ ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt .............................. $ 180 $ 180
Accounts payable .................................................. 7,561 5,699
Accrued compensation and related items............................. 2,592 2,211
Current and deferred income taxes ................................. 983 1,339
Other current liabilities.......................................... 1,897 1,508
---------------- ---------------
Total current liabilities....................................... 13,213 10,937
Long-term debt....................................................... 5,303 5,180
Deferred income taxes................................................ 1,409 1,203
Commitments
Shareholders' equity:
Preferred stock, $1 par value; authorized shares, 500;
issued and outstanding shares, none..........................
Commonstock, $.50 par value; authorized shares, 10,000;
issued and outstanding shares, 5,014 (1998), and 5,066
(1997) ..................................................... 2,507 2,533
Capital in excess of par value..................................... 7,232 7,837
Notes receivable -- Stock Purchase Loan Plan ...................... (1,315) (1,377)
Retained earnings.................................................. 41,097 36,116
---------------- ---------------
49,521 45,109
---------------- ---------------
$ 69,446 $ 62,429
================ ===============
See Notes to Financial Statements.
<PAGE>
STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash
(in thousands)
<CAPTION>
Fiscal Year Ended
---------------------------------------------------------------------
January 31, January 25, January 27,
1998 1997 1996
------------------- ------------------ ------------------
Cash flows from operating activities:
Net income............................................ $ 4,981 $ 4,610 $ 2,731
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization...................... 2,788 2,654 2,569
Loss on property dispositions, (net)............... 202 104 413
Other.............................................. 203 133 123
Changes in assets and liabilities:
Accounts receivable............................. (156) 211 (289)
Merchandise inventories ........................ (2,385) (1,809) 696
Other current assets............................ (875) 4 (35)
Other assets.................................... (467) (557) (401)
Accounts payable and accrued expenses........... 2,745 651 1,354
Income taxes and deferred income taxes.......... (150) 331 14
------------------- ------------------ ------------------
Net cash provided by operating activities............. 6,886 6,332 7,175
------------------- ------------------ ------------------
Cash flows from investing activities:
Capital expenditures.................................. (6,083) (2,966) (3,293)
Proceeds from property dispositions................... 15 545 18
------------------- ------------------ ------------------
Net cash used for investing activities................ (6,068) (2,421) (3,275)
------------------- ------------------ ------------------
Cash flows from financing activities:
Net borrowings (paydowns) under revolving bank
lines of credit.................................. 100 (3,714) (3,785)
Proceeds from exercise of stock options............... 84
Reduction of long-term debt........................... (180) (180) (180)
------------------- ------------------ ------------------
Repurchase of common stock............................ (766)
------------------- ------------------ ------------------
Net cash used for financing activities................ (762) (3,894) (3,965)
------------------- ------------------ ------------------
Net increase (decrease) in cash.......................... 56 17 (65)
Cash at beginning of period.............................. 537 520 585
------------------- ------------------ ------------------
Cash at end of period.................................... $ 593 $ 537 $ 520
=================== ================== ==================
Supplemental cash flow information:
Cash paid during the period for:
Interest........................................ $ 513 $ 542 $ 810
Income taxes.................................... 3,492 2,370 1,680
See Notes to Financial Statements.
<PAGE>
QUARTERLY FINANCIAL DATA
(unaudited)
Summarized quarterly financial data for fiscal 1998 and 1997 are as follows:
(in thousands, except per share data)
<CAPTION>
1998 April 26 July 26 October 25 January 31
- ---- ------------- ------------- ------------ ------------
Net sales ................................................... $ 33,460 $ 30,788 $ 33,705 $ 47,030
Gross profit ............................................... 15,887 14,381 16,238 22,392
Net income ................................................. 1,162 791 668 2,360
Net income per share:
Basic .................................................. .23 .16 .13 .47
Diluted................................................. .23 .15 .13 .46
Weighted average common shares outstanding -
basic................................................... 5,068 5,019 5,006 5,013
Weighted average common shares outstanding
including dilutive potential common shares.............. 5,121 5,104 5,122 5,125
<CAPTION>
1997 April 27 July 27 October 26 January 25
- ---- ------------- ------------- ------------ ------------
Net sales .................................................. $ 31,448 $ 29,396 $ 30,171 $ 39,207
Gross profit .............................................. 14,399 13,411 13,985 18,473
Net income ................................................ 914 844 622 2,230
Net income per share:
Basic.................................................. .18 .17 .12 .44
Diluted................................................ .18 .17 .12 .44
Weighted average common shares outstanding -
basic.................................................. 5,063 5,066 5,066 5,066
Weighted average common shares outstanding
including dilutive potential common shares............. 5,069 5,103 5,088 5,107
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Summary of Significant Accounting Policies:
PRINCIPAL BUSINESS
S&K Famous Brands, Inc.(the Company) is engaged in the retail sale of men's
tailored clothing, furnishings, sportswear and accessories. The Company's fiscal
year is the 52 or 53 week period which ends on the last Saturday in January.
Fiscal year ended January 31, 1998 (fiscal 1998) was a 53-week period, while
January 25, 1997 (fiscal 1997) and January 27, 1996 (fiscal 1996) were 52-week
periods.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
that affect the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
MERCHANDISE INVENTORIES
Inventories are valued at the lower of average cost or market.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation for financial reporting
purposes is computed using both straight line and accelerated methods over the
estimated service lives which are between 25 and 40 years for buildings and
between five and seven years for furniture, fixtures and equipment. Leasehold
improvements are generally amortized over an eight year period or the life of
the lease if shorter.
The Company annually evaluates long-lived assets for any impairment using the
guidance of Statement of Financial Accounting Standards ("FAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of." This evaluation has not resulted in adjustments to the
Company's results of operations or financial position.
Repair and maintenance expenditures are charged to expense as incurred. Upon
retirement or sale of an asset, its cost and related accumulated depreciation
are written off and any gain or loss is recognized.
PRE-OPENING STORE COSTS
Costs associated with the opening of new stores are carried as prepaid expenses
and charged to expense upon store opening.
ADVERTISING COSTS
Advertising costs are expensed in the period in which the advertisement
initially runs. Advertising expense of $11.2 million, $10.6 million and $10.0
million, respectively, was included in selling, general and administrative
expenses in each of the last three fiscal years. Deferred advertising costs
related to future advertising programs included in the balance sheets were less
than $100,000 in each year.
EARNINGS PER SHARE
The Company adopted FAS No. 128, "Earnings per Share," in fiscal 1998 and has
presented both basic and diluted net income per share in the financial
statements. Basic net income per share of common stock is calculated using the
weighted average number of common shares outstanding during each period. Diluted
net income per share includes the dilutive effect of stock options.
Note 2 - Merchandise Inventories:
Inventories are valued using an average cost method. Under the average cost
method, the Company tracks inventory costs for approximately 100 inventory
categories which are used to classify the Company's inventory. Management
believes that reporting inventories using the average cost method results in
better matching of revenues and costs and reporting on a basis more consistent
with other companies in its industry. During the quarter ended April 29, 1995,
the Company changed its method of determining the cost of inventories to the
average cost method. The Company had previously determined the cost of
inventories using the last-in, first-out (LIFO) retail inventory method.
The Company capitalizes certain buying, holding and distribution costs to
inventory which at the end of the last three fiscal years were approximately
$2.3 million, $2.2 million and $2.0 million, respectively. Buying, holding and
distribution costs charged to cost of sales in each of the fiscal years were
approximately $3.8 million, $3.5 million and $3.4 million, respectively.
<PAGE>
Note 3 - Property and Equipment:
Property and equipment consists of the following (in thousands):
<TABLE>
<CAPTION>
January 31 January 25,
1998 1997
--------------- ----------------
<S> <C>
Land............................................................... $ 1,620 $ 722
Buildings.......................................................... 5,236 4,401
Furniture, fixtures and equipment.................................. 12,858 11,596
Leasehold improvements............................................. 13,853 12,396
--------------- ----------------
33,567 29,115
Less - accumulated depreciation and amortization................... 15,734 14,360
--------------- ----------------
$ 17,833 $ 14,755
=============== ================
Depreciation and amortization expense of approximately $.4 million was included
in cost of sales for each of the last three fiscal years.
Note 4 - Long-Term Debt:
Long-term debt consists of (in thousands):
<CAPTION>
January 31 January 25,
1998 1997
--------------- ----------------
Industrial Development Revenue Bond;
$45 of principal plus interest at 65% of
prime, due quarterly to January 1, 2010,
secured by land and corporate headquarters................... $ 2,160 $ 2,340
Bank revolving lines of credit..................................... 2,100 2,000
Other.............................................................. 1,223 1,020
--------------- ----------------
5,483 5,360
Less - current maturities.......................................... 180 180
--------------- ----------------
$ 5,303 $ 5,180
=============== ================
</TABLE>
The Company has available an aggregate of $30.0 million from two banks under its
unsecured bank revolving lines of credit. Interest is payable monthly at a rate
equal to the lower of the 30-day Federal Funds Rate plus three quarters of one
percent or the banks' prime interest rate. The Company's financing agreements
contain certain restrictive covenants, none of which is presently significant to
the Company. At the Company's option, any outstanding balance at May 31, 2000 is
convertible to four-year term loans at the banks' prime interest rate and is
payable in monthly or quarterly installments.
At January 31, 1998, maturities of long-term debt, exclusive of the bank
revolving lines of credit, were $180,000 for each of the next five fiscal years.
Note 5 - Profit Sharing and Other Benefit Programs:
The Company maintains a noncontributory profit sharing plan for all employees
who meet age and service requirements. Contributions to the plan are determined
annually by the Board of Directors and were $120,000, $90,000 and $75,000,
respectively, in each of the last three fiscal years.
<PAGE>
Additionally, the profit sharing plan includes a qualified salary reduction plan
under Section 401(k) of the Internal Revenue Code. Eligible participants in the
Company's 401(k) Plan can elect to invest 1% to 15% of their pre-tax earnings.
The Company's contribution to the 401(k) Plan is at the discretion of the Board
of Directors, who authorized contributions of the Company's common stock in the
amount of $80,000, $60,000 and $50,000, respectively, in each of the last three
fiscal years.
The Company has receivables from certain officers in the amount of $515,000,
$436,000 and $345,000, in each of the last three fiscal years, respectively,
relating to premiums paid under split dollar life insurance policies.
Deferred compensation expense relating to agreements with certain executive
officers of the Company approximated $203,000, $133,000 and $123,000,
respectively, in each of the last three fiscal years.
Note 6 - Stock Option and Stock Purchase Loan Plans:
The Company's stock option plan provides for the granting of up to 650,000
common shares to key management employees. Options to purchase the Company's
stock are granted at no less than the market value at the date of grant, are
exercisable after one to three years and expire after eight to ten years. The
Company applies the intrinsic value based method of accounting prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," in accounting for its stock options. Accordingly, the Company has
not recognized any related compensation expense in its Statements of Income.
Changes in options under the plan for the three years ended January 31, 1998
were as follows:
<TABLE>
<CAPTION>
<S> <C>
Weighted Weighted
Average Average
Options Exercise Price Exercisable Exercise Price
----------------- --------------------- -------------- ---------------------
Outstanding - January 28, 1995 398,400 $ 9.75 238,400 $ 8.11
Granted............................ 77,000 8.31
Exercised.......................... (7,000) 7.63
-----------------
9.18
Outstanding - January 27, 1996 468,400 9.54 293,400
Surrendered........................ (4,600) 10.07
-----------------
Outstanding - January 25, 1997 463,800 9.54 375,534 9.75
Granted............................ 77,800 9.63
Exercised.......................... (33,466) 7.06
-----------------
Outstanding - January 31, 1998 508,134 9.71 405,723 9.81
=================
</TABLE>
Additional information regarding stock options outstanding at January 31, 1998
follows:
<TABLE>
<CAPTION>
<S> <C>
Weighted Weighted Weighted
Range of Average Average Average
Exercise Options Exercise Remaining Exercise
Prices Outstanding Price Contractual Life Exercisable Price
- -------------------------- ------------------ --------------- --------------------- ------------ ----------
$6.00 - $7.69........ 185,000 $ 6.87 3.7 years 185,000 $ 6.87
$8.31 - $9.63........ 263,634 8.99 5.5 years 161,223 8.79
$21.75............... 59,500 21.75 3.6 years 59,500 21.75
------------------ ------------
$6.00 - $21.75....... 508,134 9.71 4.6 years 405,723 9.81
================== ============
</TABLE>
FAS No. 123, "Accounting for Stock - Based Compensation", requires the Company
to make certain proforma disclosures as if the fair value based method of
accounting had been applied to the Company's stock option grants made since
January 1995. Accordingly, the Company determined the grant date fair value of
the options granted in fiscal years 1998 and 1996 using the Black - Scholes
option pricing model with the following weighted average assumptions for the
respective year: expected volatility of 44% and 43%, risk-free interest rate of
6.5% and 6.3% and expected life of four years. Had compensation cost been
determined including the weighted average fair-value of $4.09 and $3.46 for
options granted in fiscal years 1998 and 1996 (which ratably vest over three
years), the Company's proforma net income (and basic net income per share) would
be $4,871,000 ($.97) in fiscal 1998, $4,556,000, ($.90) in fiscal 1997 and
$2,695,000, ($.54) in fiscal 1996.
Under the Company's Stock Purchase Loan Plan, the Company has loans with sixteen
officers approximating $1.3 million. The Plan annually provides for reduction of
a portion of interest payable on the loans based on meeting certain operating
targets, as well as the opportunity for the officer to receive a reduction of a
portion of the principal balance of the loan if the officer remains an employee
of the Company for seven years and maintains ownership of the stock.
Compensation expense related to this program was $147,000, $93,000 and $41,000
for the last three fiscal years, respectively. At the end of fiscal 1998, the
Company has accrued interest receivable from these officers in the amount of
$24,000.
Note 7 - Provision for Income Taxes:
Significant components of the Company's deferred income tax liabilities (assets)
are as follows (in thousands):
<TABLE>
<CAPTION>
<S> <C>
Fiscal Year Ended
--------------------------------------------------------
1998 1997 1996
-------------- -------------- ---------------
Deferred tax liabilities:
Depreciation ............................... $ 1,890 $ 1,558 $ 1,473
Other items ............................... 444 492 544
-------------- -------------- ---------------
Total deferred tax liabilities .......... 2,334 2,050 2,017
Deferred tax assets ......................... (694) (518) (379)
-------------- -------------- ---------------
Net deferred tax liabilities ................ $ 1,640 $ 1,532 $ 1,638
============== ============== ===============
The provision for income taxes consists of (in thousands):
<CAPTION>
Fiscal Year Ended
--------------------------------------------------------
1998 1997 1996
-------------- -------------- ---------------
Current:
Federal .................................. $ 2,419 $ 2,287 $ 1,272
State .................................... 526 503 366
-------------- -------------- ---------------
2,945 2,790 1,638
Deferred ................................... 108 (106) 36
-------------- -------------- ---------------
$ 3,053 $ 2,684 $ 1,674
============== ============== ===============
</TABLE>
<PAGE>
The effective income tax rates consist of (in thousands):
<TABLE>
<CAPTION>
<S> <C>
Fiscal Year Ended
--------------------------------------------------------
1998 1997 1996
-------------- -------------- ---------------
Income taxes at federal
statutory rate (34%) ...................... $ 2,731 $ 2,480 $ 1,498
State income taxes,
net of federal benefit ................... 339 306 245
Other - net ................................. (17) (102) (69)
-------------- -------------- ---------------
$ 3,053 $ 2,684 $ 1,674
============== ============== ===============
Effective income tax rate ................... 38.0% 36.8% 38.0%
============== ============== ===============
</TABLE>
Note 8 - Commitments:
The Company leases all of its stores under varying terms and arrangements which
generally provide renewal options and contingent rentals based on a percentage
of gross sales. Total rent expense under the leases approximated $9.8 million,
$8.6 million and $7.8 million in each of the last three years, respectively.
The future minimum payments under operating leases as of the end of fiscal 1998
aggregate $32.7 million and are payable as follows: fiscal 1999 - $10.4 million,
fiscal 2000 - $8.2 million, fiscal 2001 - $6.3 million, fiscal 2002 - $4.2
million, fiscal 2003 - $2.5 million and $1.1 million thereafter.
The Company leases two properties from a shareholder and an immediate family
member. Rent expense included approximately $210,000, $206,000 and $197,000 in
fiscal 1998, 1997 and 1996, respectively, paid to these related parties. The
Company is also obligated under these lease agreements to pay minimum rentals
approximating $217,000 per year through fiscal 2002 and $74,000 per year
thereafter through fiscal 2006.
Note 9 - Nonrecurring Items:
During fiscal 1997, other income, net, included non-recurring gains of:
$1,083,000 ($671,000 after tax, or $0.13 per basic share), net of related
expenses and incentives associated with lease buyouts of two former locations
and $295,000 ($.06 per basic share) of non-taxable insurance proceeds.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
S&K Famous Brands, Inc.
In our opinion, the accompanying balance sheets and the related statements of
income, of changes in shareholders' equity and of cash flows present fairly, in
all material respects, the financial position of S&K Famous Brands, Inc. at
January 31, 1998 and January 25, 1997, and the results of its operations and its
cash flows for each of the three fiscal years in the period ended January 31,
1998, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
PRICE WATERHOUSE LLP
Norfolk, Virginia
March 17, 1998
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Forms S-8 (Nos. 2-93013, 33-23918, 33-72270 and 33-58703) of S&K
Famous Brands, Inc. of our report dated March 17, 1998, appearing on page 17 of
the 1997 Annual Report to Shareholders which is incorporated in this Annual
Report on Form 10-K.
PRICE WATERHOUSE LLP
Norfolk, Virginia
April 10, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-25-1997
<PERIOD-START> JAN-26-1997
<PERIOD-END> JAN-31-1998
<CASH> 593
<SECURITIES> 0
<RECEIVABLES> 554
<ALLOWANCES> 0
<INVENTORY> 43,896
<CURRENT-ASSETS> 48,213
<PP&E> 33,567
<DEPRECIATION> 15,734
<TOTAL-ASSETS> 69,446
<CURRENT-LIABILITIES> 13,213
<BONDS> 0
<COMMON> 2,507
0
0
<OTHER-SE> 47,014
<TOTAL-LIABILITY-AND-EQUITY> 69,446
<SALES> 144,983
<TOTAL-REVENUES> 144,983
<CGS> 76,085
<TOTAL-COSTS> 76,085
<OTHER-EXPENSES> 60,328
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 536
<INCOME-PRETAX> 8,034
<INCOME-TAX> 3,053
<INCOME-CONTINUING> 4,981
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,981
<EPS-PRIMARY> 0.99
<EPS-DILUTED> 0.97
</TABLE>
