<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM 10-Q
------------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-22378
MOVADO GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
NEW YORK 13-2595932
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
125 CHUBB AVENUE, LYNDHURST, NEW JERSEY 07071
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (201) 460-4800
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the Issuer's classes
of Common Stock, as of the latest practicable date.
As of May 29, 1998 the Registrant had 3,539,020 shares of Class A Common
Stock, par value $0.01 per share, outstanding and 9,368,045 shares of Common
Stock, par value $0.01 per share, outstanding.
================================================================================
<PAGE> 2
MOVADO GROUP, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
APRIL 30, 1998
Page
Part I Financial Information
Item 1. Consolidated Balance Sheets at April 30, 1998,
January 31, 1998 and April 30, 1997 3
Consolidated Statements of Operations for the three
months ended April 30, 1998 and 1997 4
Consolidated Statements of Cash Flows for the three
months ended April 30, 1998 and 1997 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
Exhibit Index 13
2
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MOVADO GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
APRIL 30, January 31, April 30,
1998 1998 1997
--------- --------- ---------
ASSETS
<S> <C> <C> <C>
Current assets:
Cash $ 2,387 $ 10,874 $ 5,330
Trade receivables, net 82,645 92,386 76,117
Inventories 110,025 98,183 95,637
Other 24,946 18,206 18,382
--------- --------- ---------
Total current assets 220,003 219,649 195,466
--------- --------- ---------
Plant, property and equipment, net 21,575 18,909 16,393
Other assets 11,183 10,511 9,429
--------- --------- ---------
$ 252,761 $ 249,069 $ 221,288
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Loans payable to banks $ 19,441 $ -- $ 31,439
Current portion of long-term debt 5,000 10,000 5,000
Accounts payable 20,609 25,286 15,616
Accrued liabilities 14,071 16,920 16,162
Deferred and current taxes payable 8,547 10,340 6,901
--------- --------- ---------
Total current liabilities 67,668 62,546 75,118
--------- --------- ---------
Long-term debt 35,000 35,000 40,000
Deferred and non-current foreign income taxes 3,391 3,460 2,750
Other liabilities 2,480 2,530 3,016
Shareholders' equity:
Preferred Stock, $0.01 par value,
5,000,000 shares authorized; no shares issued -- -- --
Common Stock, $0.01 par value,
20,000,000 shares authorized; 9,336,204, 9,317,007
and 6,469,905 shares issued, respectively 93 93 65
Class A Common Stock, $0.01 par value,
10,000,000 shares authorized; 3,555,486,
3,556,793 and 4,849,440 shares
issued and outstanding, respectively 36 36 48
Capital in excess of par value 64,521 64,475 34,450
Retained earnings 86,085 86,194 70,802
Accumulated other comprehensive income (6,385) (5,137) (4,833)
Treasury Stock, 17,251 shares, at cost (128) (128) (128)
--------- --------- ---------
144,222 145,533 100,404
--------- --------- ---------
$ 252,761 $ 249,069 $ 221,288
========= ========= =========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3
<PAGE> 4
MOVADO GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED APRIL 30,
-----------------------
1998 1997
-------- --------
<S> <C> <C>
Net sales $ 41,650 $ 34,918
Costs and expenses:
Cost of sales 16,936 15,017
Selling, general and administrative 23,510 19,333
-------- --------
Operating income 1,204 568
Net interest expense 1,012 915
-------- --------
Income(loss) before income taxes 192 (347)
Provision for (benefit from) income taxes 44 (87)
-------- --------
Net income(loss) $ 148 ($ 260)
======== ========
Basic net income (loss) per share $ 0.01 ($ 0.02)
======== ========
Diluted net income (loss) per share $ 0.01 ($ 0.02)
======== ========
Dividends declared per share $ 0.02 $ 0.02
======== ========
Average shares outstanding 12,873 11,302
Dilutive effect of stock options 680 303
-------- --------
Average shares outstanding assuming dilution 13,553 11,605
======== ========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4
<PAGE> 5
MOVADO GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED APRIL 30,
------------------------
1998 1997
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 148 ($ 260)
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
Depreciation and amortization 1,102 816
Deferred and non-current foreign income taxes (16) (592)
Provision for losses on accounts receivable 207 218
Changes in current assets and liabilities:
Trade receivables 9,424 (1,268)
Inventories (12,365) (10,038)
Other current assets (7,719) (3,027)
Accounts payable (4,558) (9,475)
Accrued liabilities (2,803) 2,885
Deferred & current taxes payable (1,683) 345
Increase in other non-current assets (656) (1,673)
Increase(decrease) in other non-current liabilities 31 (44)
-------- --------
Net cash used in operating activities (18,888) (22,113)
-------- --------
Cash flows used for investing activities:
Capital expenditures (3,626) (1,021)
Goodwill, trademarks and other intangibles (109) (201)
-------- --------
Net cash used in investing activities (3,735) (1,222)
-------- --------
Cash flows from financing activities:
Net proceeds from debt facilities 14,441 23,943
Principal payments under capital leases (75) (51)
Exercise of stock options 50 --
Dividends paid (257) --
-------- --------
Net cash provided by financing activities 14,159 23,892
-------- --------
Effect of exchange rate changes on cash (23) (112)
-------- --------
Net (decrease) increase in cash (8,487) 445
Cash at beginning of period 10,874 4,885
-------- --------
Cash at end of period $ 2,387 $ 5,330
======== ========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5
<PAGE> 6
MOVADO GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
by Movado Group, Inc. (the "Company") in a manner consistent with that used in
the preparation of the financial statements included in the Company's fiscal
1998 Annual Report filed on Form 10-K. In the opinion of management, the
accompanying financial statements reflect all adjustments, consisting of only
normal and recurring adjustments, necessary for a fair presentation of the
financial position and results of operations for the periods presented. These
consolidated financial statements should be read in conjunction with the
aforementioned annual report.
NOTE 1 - STOCK SPLITS
On April 3, 1997, the Company's Board of Directors approved a five-for-four
stock split of the Company's Common and Class A Common Stock. The stock split
was effected May 1, 1997. On September 11, 1997, the Company's Board of
Directors approved a three-for-two stock split of the Company's Common and Class
A Common Stock. The stock split was effected September 29, 1997. The
accompanying financial statements contained in this report have been
retroactively adjusted to reflect the impact of the stock splits.
NOTE 2 - INVENTORIES
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
APRIL 30, JANUARY 31, APRIL 30,
1998 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Finished goods $ 68,999 $ 61,960 $ 57,948
Work-in-process and component parts 41,026 36,223 37,689
-------- -------- --------
$110,025 $ 98,183 $ 95,637
======== ======== ========
</TABLE>
6
<PAGE> 7
NOTE 3 - SUPPLEMENTAL CASH FLOW INFORMATION
The following is provided as supplemental information to the consolidated
statements of cash flows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS
ENDED APRIL 30,
-------------------
1998 1997
------ ------
<S> <C> <C>
Cash paid during the period for:
Interest $1,572 $ 378
Income taxes 1,804 216
Non-cash investing and financing activities:
Dividend declared $ -- $ 229
</TABLE>
NOTE 4 - COMPREHENSIVE INCOME
As of February 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, (SFAS 130), "Reporting Comprehensive Income". SFAS 130
establishes standards for the reporting and display of comprehensive income and
its components in a full set of general-purpose financial statements. Under SFAS
130, foreign currency translation adjustments, which had been reported
separately in shareholders' equity prior to adoption, are included in other
comprehensive income. No provision has been made for taxes on foreign
subsidiaries' undistributed earnings, including cumulative translation
adjustments with respect to such foreign subsidiaries, because it is
management's intention to permanently reinvest the earnings of foreign
subsidiaries within the business of those companies. Amounts in prior year
financial statements have been reclassified to conform to SFAS 130.
The components of comprehensive income for the three months ended April 30, 1998
and 1997 are as follows (in thousands):
<TABLE>
<CAPTION>
1998 1997
------- -------
<S> <C> <C>
Net income (loss) $ 148 ($ 260)
Foreign currency translation adjustment (1,248) (2,977)
------- -------
Comprehensive loss ($1,100) ($3,237)
======= =======
</TABLE>
7
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FORWARD LOOKING STATEMENTS
Statements included under Management's Discussion and Analysis of Financial
Condition and Results of Operations, in this report, as well as statements in
future filings by the Company with the Securities and Exchange Commission
("SEC"), in the Company's press releases and oral statements made by or with the
approval of an authorized executive officer of the Company, which are not
historical in nature, are intended to be, and are hereby identified as, "forward
looking statements" for purposes of the safe harbor provided by Section 21E of
the Securities Exchange Act of 1934. The Company cautions readers that forward
looking statements include, without limitation, those relating to the Company's
future business prospects, revenues, working capital, liquidity, capital needs,
plans for future operations, effective tax rates, margins, interest costs, and
income, as well as assumptions relating to the foregoing. Forward looking
statements are subject to certain risks and uncertainties, some of which cannot
be predicted or quantified. Actual results and future events could differ
materially from those indicated in the forward looking statements due to several
important factors herein identified, among others, and other risks and factors
identified from time to time in the Company's reports filed with the SEC
including, without limitation, the following: general economic and business
conditions which may impact disposable income of consumers, competitive products
and pricing, ability to enforce intellectual property rights, seasonality,
availability of alternative sources of supply in the case of loss of any
significant supplier, the Company's dependence on key officers, continued
availability to the Company of financing and credit on favorable terms and
success of hedging strategies in respect of currency exchange rate fluctuations.
RESULTS OF OPERATIONS
Three months ended April 30, 1998 compared to three months ended April 30, 1997.
Net Sales. Net sales increased 19.3% to $41.7 million from $34.9 million for the
three months ended April 30, 1998 and April 30, 1997, respectively. The increase
was attributable to a 17.0% increase in domestic sales and a 27.0% increase in
international sales. The domestic sales increase was primarily due to a 17.4%
increase in the Movado and ESQ brands as well as the initial shipments of the
Coach watch line. The increase in domestic sales was partially offset by a
decrease in sales of the Piaget brand. Piaget sales declines were primarily due
to planned reductions in the distribution channels for the brand. The
international sales increase was primarily due to a 42.1% increase in the
Concord and Movado brands. International sales increases occurred primarily in
the Far East and Middle East.
Gross Margins. Gross profit for the three months ended April 30, 1998 was $24.7
million (59.3% of net sales) as compared to $19.9 million (57.0% of net sales)
for the comparable prior year period. The increase in gross margins as a
percentage of sales reflects the initial launch of Coach, which has margins
similar to the Company's other manufactured brands and a continued increase in
the proportion of the Company's Concord, Movado and ESQ brands to total sales.
The Company's margin also benefited from a decline in the value of the Swiss
franc against the U.S. dollar which reduces the Company's production costs.
8
<PAGE> 9
Operating Expenses. Operating expenses increased 21.6% for the three months
ended April 30, 1998 to 56.4% of net sales from 55.4% of net sales for the
comparable prior year period. The increase in operating expenses occurred
primarily in advertising and selling expense categories. The increase in
advertising and marketing expenses primarily relate to the introduction of the
Coach watch line and the opening of the first two retail Movado Boutiques.
Selling expenses included an increase in variable selling expenses commensurate
with sales growth in both domestic and international business, as well as
pre-opening expenses for the Movado Boutiques.
Interest Expenses. Net interest expense, which consists primarily of interest on
the Company's 6.56% Senior Notes ("Senior Notes") and borrowings against its
working capital and revolving lines of credit was $1.0 million for the three
months ended April 30, 1998 as compared to $915,000 for the three months ended
April 30, 1997. The higher interest expense is predominately due to the shift
from foreign bank borrowings, which generally had lower interest rates, which
reduced the Company's overall hedging costs. The higher interest expense was
offset somewhat by lower average debt outstanding.
Income Taxes. The Company recorded a provision for income taxes of $44,000 for
the three months ended April 30, 1998. Taxes were provided at a 23% effective
rate which the Company believes will approximate the effective annual rate for
fiscal 1999; however, there can be no assurance of this as it is dependent on a
number of factors including: mix of foreign to domestic earnings, local
statutory tax rates and the Company's ability to utilize loss carryforwards in
certain jurisdictions. The 23% effective rate differs from the United States
statutory rate due to the mix of earnings between the Company's U.S. and
international operations, the most significant of which are located in
Switzerland. The Company's international operations are generally subject to tax
rates that are significantly lower than U.S. statutory rates. At April 30, 1997,
the Company recorded a benefit from taxes of $87,000. Taxes were provided at a
25% effective rate at April 30, 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity needs have been, and are expected to remain, primarily a
function of its seasonal working capital requirements which have increased due
to significant growth in sales over the two previous years. The Company's
business is not capital intensive and liquidity needs for capital investments
have not been significant in relation to the Company's overall financing
requirements.
The Company has met its liquidity needs primarily through funds from operations
and bank borrowings under working capital lines of credit with its domestic
banks. The Company's future requirements for capital will relate not only to
working capital requirements for the expected continued growth of its existing
brands, but also to fund new lines of business, including the Company's new
Coach watch line which was launched Spring 1998 and the Movado Boutiques. In
addition, the Company is required to make a $5 million sinking fund payment on
February 1, 1999 in connection with its Senior Notes.
The Company's revolving credit and working capital lines with its domestic bank
group provide for a three year $90.0 million unsecured revolving line of credit,
pursuant to an Amended and Restated Credit Agreement, dated as of July 23, 1997,
among the Company, the Chase Manhattan Bank, as agent, Fleet Bank N.A. as
co-agent, and other banks signatory thereto ("Restated Bank Credit Agreement"),
and a $31.6 million of uncommitted working capital lines of credit. At April 30,
1998,
9
<PAGE> 10
the Company had $24.4 million in outstanding balances under the Restated Bank
Credit Agreement, $5.0 million of which is included in Long-term debt.
In March 1998, the Company's Board of Directors authorized the repurchase of
400,000 shares of the Company's Common Stock. The Company has not made any such
repurchases to date.
As of April 30, 1998, the Company's debt to total capitalization ratio was 29.2%
as compared to 23.6% at January 31, 1998 and 43.2% at April 30, 1997. The
increase in the debt to total capitalization from January 31, 1998 is primarily
due to an increase in loans payable to banks to fund the Company's working
capital increase and capital expenditures. The decrease in the debt to total
capitalization ratio from April 30, 1997 is predominantly due to the sale in a
registered offering of an additional 1.5 million shares of common stock on
October 21, 1997.
The Company's net working capital consisting primarily of trade receivables and
inventories amounted to $152.3 million at April 30, 1998, $157.1 million at
January 31, 1998 and $120.3 million at April 30, 1997. The decrease in working
capital from January 31, 1998 is primarily the result of an increase in current
liabilities, especially loans payable to banks, proceeds of which were used to
purchase inventories and for capital expenditures. The increase in working
capital from April 30, 1997 is primarily due to an increase in receivables and
inventory due to growth in the Company's business.
Accounts receivable at April 30, 1998 were $82.6 million as compared to $92.4
million at January 31, 1998 and $76.1 million at April 30, 1997. The growth in
accounts receivable from April 30, 1997 is primarily the result of growth in the
Company's business. The decrease of accounts receivable from January 31, 1998 is
primarily the result of collections of year-end receivables.
Inventories at April 30, 1998 were $110.0 million as compared to $98.2 million
at January 31, 1998 and $95.6 million at April 30, 1997. The increase from
January 31, 1998 and April 30, 1997 relates to the anticipation of the upcoming
selling season, the Company's new Coach watch line and new product lines for the
Movado Boutiques.
The Company's fiscal 1999 year-to-date capital expenditures approximate $3.6
million as of April 30, 1998 and $1.0 million as of April 30, 1997. Expenditures
in fiscal 1999 primarily related to improvements in the Company's management and
sales management information systems. The Company expects that its capital
expenditures in fiscal 1999 will exceed the average levels experienced annually
over the last three fiscal years due to planned continued improvements in
management information systems, including retail information systems and
expansion of its outlet store network as well as the introduction of the Movado
Boutiques.
10
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Restated Financial Data Schedule for the three months
ended July 31, 1996, submitted to the Securities and
Exchange Commission in electronic format.
27.2 Restated Financial Data Schedule for the three months
ended October 31, 1996, submitted to the Securities
and Exchange Commission in electronic format.
27.3 Restated Financial Data Schedule for the twelve
months ended January 31, 1997, submitted to the
Securities and Exchange Commission in electronic
format.
27.4 Restated Financial Data Schedule for the three months
ended April 30, 1997, submitted to the Securities and
Exchange Commission in electronic format.
27.5 Restated Financial Data Schedule for the three months
ended July 31, 1997, submitted to the Securities and
Exchange Commission in electronic format.
27.6 Restated Financial Data Schedule for the three months
ended October 31, 1997, submitted to the Securities
and Exchange Commission in electronic format.
27.7 Financial Data Schedule for the three months ended
April 30, 1998, submitted to the Securities and
Exchange Commission in electronic format.
(b) Reports on Form 8-K
None
11
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MOVADO GROUP, INC.
(Registrant)
Dated: June 12, 1998 By: /s/ Kenneth J. Adams
-----------------------------------
Kenneth J. Adams
Senior Vice President and
Chief Financial Officer
(Chief Financial Officer)
Dated: June 12, 1998 By: /s/ John J. Rooney
-----------------------------------
John J. Rooney
Corporate Controller
(Principal Accounting Officer)
12
<PAGE> 13
EXHIBIT INDEX
EXHIBIT
NUMBER Description
27.1 Restated Financial Data Schedule for the three months
ended July 31, 1996, submitted to the Securities and
Exchange Commission in electronic format.
27.2 Restated Financial Data Schedule for the three months
ended October 31, 1996, submitted to the Securities
and Exchange Commission in electronic format.
27.3 Restated Financial Data Schedule for the twelve
months ended January 31, 1997, submitted to the
Securities and Exchange Commission in electronic
format.
27.4 Restated Financial Data Schedule for the three months
ended April 30, 1997, submitted to the Securities and
Exchange Commission in electronic format.
27.5 Restated Financial Data Schedule for the three months
ended July 31, 1997, submitted to the Securities and
Exchange Commission in electronic format.
27.6 Restated Financial Data Schedule for the three months
ended October 31, 1997, submitted to the Securities
and Exchange Commission in electronic format.
27.7 Financial Data Schedule for the three months ended
April 30, 1998, submitted to the Securities and
Exchange Commission in electronic format.
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS RESTATED FINANCIAL DATA CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JULY 31,
1996.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1997
<PERIOD-START> MAY-01-1996
<PERIOD-END> JUL-31-1996
<CASH> 1,603
<SECURITIES> 0
<RECEIVABLES> 79,299
<ALLOWANCES> 0
<INVENTORY> 108,563
<CURRENT-ASSETS> 205,829
<PP&E> 13,230
<DEPRECIATION> 0
<TOTAL-ASSETS> 227,590
<CURRENT-LIABILITIES> 73,251
<BONDS> 40,000
0
0
<COMMON> 113<F1>
<OTHER-SE> 107,657<F1>
<TOTAL-LIABILITY-AND-EQUITY> 227,590
<SALES> 50,751
<TOTAL-REVENUES> 50,751
<CGS> 23,121
<TOTAL-COSTS> 23,944
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,281
<INCOME-PRETAX> 2,405
<INCOME-TAX> 722
<INCOME-CONTINUING> 1,683
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,683
<EPS-PRIMARY> 0.15<F1><F2>
<EPS-DILUTED> 0.15<F1>
<FN>
<F1>AMOUNTS HAVE BEEN RESTATED TO GIVE RETROACTIVE EFFECT TO A FIVE-FOR-FOUR STOCK
SPLIT EFFECTED MAY 1, 1997 AND A THREE-FOR-TWO STOCK SPLIT EFFECTED SEPTEMBER
29, 1997.
<F2>AMOUNT REPRESENTS EPS BASIC AND NOT EPS PRIMARY
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS RESTATED FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED
OCTOBER 31, 1996.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1997
<PERIOD-START> AUG-01-1996
<PERIOD-END> OCT-31-1996
<CASH> 4,040
<SECURITIES> 0
<RECEIVABLES> 112,701
<ALLOWANCES> 0
<INVENTORY> 102,894
<CURRENT-ASSETS> 230,607
<PP&E> 14,312
<DEPRECIATION> 0
<TOTAL-ASSETS> 253,257
<CURRENT-LIABILITIES> 90,681
<BONDS> 40,000
0
0
<COMMON> 113<F1>
<OTHER-SE> 110,034<F1>
<TOTAL-LIABILITY-AND-EQUITY> 253,257
<SALES> 76,864
<TOTAL-REVENUES> 76,864
<CGS> 33,897
<TOTAL-COSTS> 31,439
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,367
<INCOME-PRETAX> 10,161
<INCOME-TAX> 2,811
<INCOME-CONTINUING> 7,350
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,350
<EPS-PRIMARY> 0.65<F1><F2>
<EPS-DILUTED> 0.64<F1>
<FN>
<F1>AMOUNTS HAVE BEEN RESTATED TO GIVE RETROACTIVE EFFECT TO A FIVE-FOR-FOUR
STOCK SPLIT EFFECTED MAY 1, 1997 AND A THREE-FOR-TWO STOCK SPLIT EFFECTED
SEPTEMBER 29, 1997.
<F2>AMOUNT IS FOR EPS BASIC AND NOT FOR EPS PRIMARY
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS RESTATED FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE TWELVE MONTHS ENDED
JANUARY 31, 1997.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-1997
<PERIOD-START> FEB-01-1996
<PERIOD-END> JAN-31-1997
<CASH> 4,885
<SECURITIES> 0
<RECEIVABLES> 75,688
<ALLOWANCES> 0
<INVENTORY> 87,177
<CURRENT-ASSETS> 184,664
<PP&E> 15,066
<DEPRECIATION> 0
<TOTAL-ASSETS> 208,443
<CURRENT-LIABILITIES> 57,974
<BONDS> 35,000
0
0
<COMMON> 113<F1>
<OTHER-SE> 103,757<F1>
<TOTAL-LIABILITY-AND-EQUITY> 208,443
<SALES> 215,107
<TOTAL-REVENUES> 215,107
<CGS> 95,031
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,874
<INCOME-PRETAX> 15,545
<INCOME-TAX> 3,853
<INCOME-CONTINUING> 11,692
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,692
<EPS-PRIMARY> 1.04<F1><F2>
<EPS-DILUTED> 1.02<F1>
<FN>
<F1>AMOUNTS HAVE BEEN RESTATED TO GIVE RETROACTIVE EFFECT TO A FIVE-FOR-FOUR
STOCK SPLIT EFFECTED MAY 1, 1997 AND A THREE-FOR-TWO STOCK SPLIT EFFECTED
SEPTEMBER 29, 1997.
<F2>AMOUNT IS REPORTED AS EPS BASIC AND NOT FOR EPS PRIMARY
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS RESTATED FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED
APRIL 30, 1997.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-01-1997
<PERIOD-END> APR-30-1997
<CASH> 5,330
<SECURITIES> 0
<RECEIVABLES> 76,117
<ALLOWANCES> 0
<INVENTORY> 95,637
<CURRENT-ASSETS> 195,466
<PP&E> 16,393
<DEPRECIATION> 0
<TOTAL-ASSETS> 221,288
<CURRENT-LIABILITIES> 75,118
<BONDS> 40,000
0
0
<COMMON> 113<F2>
<OTHER-SE> 100,291<F2>
<TOTAL-LIABILITY-AND-EQUITY> 221,288
<SALES> 34,918
<TOTAL-REVENUES> 34,918
<CGS> 15,017
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 915
<INCOME-PRETAX> (347)
<INCOME-TAX> (87)
<INCOME-CONTINUING> (260)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (260)
<EPS-PRIMARY> (0.02)<F1><F2>
<EPS-DILUTED> (0.02)<F2>
<FN>
<F1>THE AMOUNT IS REPORTED AS EPS BASIC AND NOT FOR EPS PRIMARY
<F2>AMOUNTS HAVE BEEN RESTATED TO GIVE RETROACTIVE EFFECT TO
A THREE-FOR-TWO STOCK SPLIT EFFECTED SEPTEMBER 29, 1997.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS RESTATED FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED
JULY 31, 1997.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> MAY-01-1997
<PERIOD-END> JUL-31-1997
<CASH> 1,493
<SECURITIES> 0
<RECEIVABLES> 89,549
<ALLOWANCES> 0
<INVENTORY> 105,819
<CURRENT-ASSETS> 219,559
<PP&E> 16,738
<DEPRECIATION> 0
<TOTAL-ASSETS> 246,302
<CURRENT-LIABILITIES> 99,585
<BONDS> 40,000
0
0
<COMMON> 113
<OTHER-SE> 100,292
<TOTAL-LIABILITY-AND-EQUITY> 246,302
<SALES> 56,994
<TOTAL-REVENUES> 56,994
<CGS> 24,768
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,368
<INCOME-PRETAX> 3,141
<INCOME-TAX> 786
<INCOME-CONTINUING> 2,355
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,355
<EPS-PRIMARY> .21<F1>
<EPS-DILUTED> .20
<FN>
<F1>THE AMOUNT IS REPORTED AS EPS BASIC AND NOT FOR EPS PRIMARY
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS RESTATED FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED
OCTOBER 31, 1997
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> AUG-01-1997
<PERIOD-END> OCT-31-1997
<CASH> 2,882
<SECURITIES> 0
<RECEIVABLES> 125,670
<ALLOWANCES> 0
<INVENTORY> 103,574
<CURRENT-ASSETS> 248,310
<PP&E> 17,358
<DEPRECIATION> 0
<TOTAL-ASSETS> 275,999
<CURRENT-LIABILITIES> 82,537
<BONDS> 40,000
0
0
<COMMON> 129
<OTHER-SE> 145,161
<TOTAL-LIABILITY-AND-EQUITY> 275,999
<SALES> 84,536
<TOTAL-REVENUES> 84,536
<CGS> 35,438
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,685
<INCOME-PRETAX> 12,015
<INCOME-TAX> 2,707
<INCOME-CONTINUING> 9,308
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,308
<EPS-PRIMARY> 0.81<F1>
<EPS-DILUTED> 0.77
<FN>
<F1>THE AMOUNT IS REPORTED AS EPS BASIC AND NOT FOR EPS PRIMARY
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED APRIL 30, 1998
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-START> FEB-01-1998
<PERIOD-END> APR-30-1998
<CASH> 2,387
<SECURITIES> 0
<RECEIVABLES> 82,645
<ALLOWANCES> 0
<INVENTORY> 110,025
<CURRENT-ASSETS> 220,003
<PP&E> 21,575
<DEPRECIATION> 0
<TOTAL-ASSETS> 252,761
<CURRENT-LIABILITIES> 67,668
<BONDS> 35,000
0
0
<COMMON> 129
<OTHER-SE> 144,093
<TOTAL-LIABILITY-AND-EQUITY> 252,761
<SALES> 41,650
<TOTAL-REVENUES> 41,650
<CGS> 16,936
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,012
<INCOME-PRETAX> 192
<INCOME-TAX> 44
<INCOME-CONTINUING> 148
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 148
<EPS-PRIMARY> .01<F1>
<EPS-DILUTED> .01
<FN>
<F1>THE AMOUNT IS REPORTED AS EPS BASIC AND NOT FOR EPS PRIMARY
</FN>
</TABLE>
