<PAGE>
Form 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended May 1, 1999
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 number 0-5648
OSHMAN'S SPORTING GOODS, INC.
------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 74-1031691
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
2302 MAXWELL LANE, HOUSTON, TEXAS 77023
- -------------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(713) 928-3171
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
NO CHANGE
- -------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
---- ----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common stock, $1.00 par value 5,827,249
---------------------------------- ---------
<PAGE>
PART I -- FINANCIAL INFORMATION
<PAGE>
ITEM 1 - FINANCIAL STATEMENTS
OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MAY 1, 1999, JANUARY 30, 1999 AND MAY 2, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
MAY 1, JANUARY 30, MAY 2,
1999 1999 1998
----------- ------------ ----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
CASH AND CASH EQUIVALENTS 337 356 345
ACCOUNTS RECEIVABLE, LESS ALLOWANCE OF
$88 MAY 99, $88 JAN 99 AND $130 MAY 98 1,007 1,496 1,638
MERCHANDISE INVENTORIES 96,258 86,184 99,892
PREPAID EXPENSES AND OTHER 2,345 2,453 2,683
----------- ------------ ----------
TOTAL CURRENT ASSETS 99,947 90,489 104,558
PROPERTY, PLANT AND EQUIPMENT, AT COST 88,487 87,262 92,312
LESS ACCUMULATED DEPRECIATION AND
AMORTIZATION 53,133 52,014 50,267
----------- ------------ ----------
NET PROPERTY, PLANT AND EQUIPMENT 35,354 35,248 42,045
OTHER ASSETS 250 267 332
----------- ------------ ----------
135,551 126,004 146,935
=========== ============ ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
CURRENT MATURITIES OF LONG-TERM OBLIGATIONS 16 0 27
TRADE ACCOUNTS PAYABLE 41,467 33,478 40,014
ACCRUED LIABILITIES 15,376 15,919 14,500
STORE CLOSING RESERVE 961 1,022 3,741
----------- ------------ ----------
TOTAL CURRENT LIABILITIES 57,820 50,419 58,282
LONG-TERM OBLIGATIONS 31,074 28,679 41,486
OTHER NONCURRENT LIABILITIES 7,159 6,911 6,970
STOCKHOLDERS' EQUITY
COMMON STOCK 5,830 5,830 5,830
ADDITIONAL CAPITAL 4,210 4,210 4,185
RETAINED EARNINGS 29,479 29,976 30,203
LESS TREASURY STOCK, AT COST (21) (21) (21)
----------- ------------ ----------
STOCKHOLDERS' EQUITY 39,498 39,995 40,197
----------- ------------ ----------
135,551 126,004 146,935
=========== ============ ==========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
OSHMAN'S SPORTING GOODS, INC, AND SUSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTER ENDED
MAY 1, 1999 AND MAY 2, 1998
(in thousands, except per share data)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
1999 1998
-------- --------
<S> <C> <C>
NET SALES $ 71,374 $ 72,140
COST OF GOODS SOLD 46,212 46,760
-------- --------
GROSS PROFIT 25,162 25,380
OPERATING EXPENSES
SELLING AND ADMINISTRATIVE EXPENSES 24,937 25,874
PRE-OPENING EXPENSES 303 -
STORE CLOSING PROVISION - -
MISCELLANEOUS INCOME (209) (345)
-------- --------
OPERATING INCOME(LOSS) 131 (149)
INTEREST EXPENSE, NET 597 972
-------- --------
LOSS BEFORE INCOME TAXES (466) (1,121)
INCOME TAX EXPENSE 31 3
-------- --------
NET LOSS $ (497) $ (1,124)
======== ========
NET LOSS
BASIC LOSS PER SHARE $ (.09) $ (.19)
======== ========
DILUTED LOSS PER SHARE $ (.09) $ (.19)
======== ========
WEIGHTED AVERAGE SHARES OUTSTANDING 5,830 5,830
DILUTIVE EFFECT OF STOCK OPTIONS - -
-------- --------
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 5,830 5,830
======== ========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MAY 1, 1999 AND MAY 2, 1998
(in thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
------- -------
<S> <C> <C>
CASH FLOWS OF OPERATING ACTIVITIES:
NET LOSS $ (497) $(1,124)
ADJUSTMENTS TO RECONCILE NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 1,632 1,921
CHARGE TO RESERVE FOR STORE CLOSINGS, NET OF DEPRECIATION
AND AMORTIZATION (279) (237)
STOCK OPTION AND BONUS PLAN EXPENSE - 8
GAIN ON DISPOSITION OF FIXED ASSETS - (33)
AMORTIZATION OF DEFERRED RENTAL ALLOWANCES (45) (115)
CHANGES IN ASSETS AND LIABILITIES:
DECREASE IN ACCOUNTS RECEIVABLE 489 91
(INCREASE) DECREASE IN MERCHANDISE INVENTORIES (9,867) 94
(INCREASE) DECREASE IN PREPAID EXPENSES AND OTHER (800) 50
INCREASE (DECREASE) IN TRADE ACCOUNTS PAYABLE 7,989 (2,353)
DECREASE IN ACCRUED LIABILITIES (581) (2,861)
INCREASE IN DEFERRED RENTAL ALLOWANCE 320 -
INCREASE IN INCOME TAXES 11 170
------- -------
NET CASH USED BY OPERATING ACTIVITIES (1,628) (4,389)
CASH FLOWS OF INVESTING ACTIVITIES:
PROCEEDS FROM SALE OF FIXED ASSETS - 36
PURCHASE OF PROPERTY, PLANT AND EQUIPMENT (1,727) (776)
PROCEEDS FROM NOTE RECEIVABLE 17 12
PROCEEDS FROM LANDLORDS 908 105
------- -------
NET CASH USED BY INVESTING ACTIVITIES (802) (623)
CASH FLOWS OF FINANCING ACTIVITIES:
PROCEEDS FROM LONG-TERM OBLIGATIONS 148 -
PAYMENTS OF LONG-TERM OBLIGATIONS (5) (146)
PROCEEDS FROM REVOLVING CREDIT FACILITY, NET 2,268 5,140
------- -------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,411 4,994
NET DECREASE IN CASH AND CASH EQUIVALENTS (19) (18)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 356 363
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 337 $ 345
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH (RECEIVED)PAID DURING THE PERIOD FOR
INCOME TAXES $ 2 $ (255)
INTEREST 700 1,132
NONCASH FINANCING ACTIVITIES:
BORROWINGS UNDER THE REVOLVING CREDIT FACILITY
TO SETTLE LONG-TERM OBLIGATIONS $ - $ 3,100
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>
<PAGE>
OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 1, 1999 AND MAY 2, 1998
(UNAUDITED)
NOTE A
The financial statements are condensed and should be read in conjunction with
the 1998 annual report. The financial information contained herein is
unaudited, but in the opinion of the management of the Company, includes all
adjustments (consisting of normal recurring adjustments) for a fair presentation
of the results of operations for the periods indicated. The results for the
three months ended May 1, 1999 are not necessarily indicative of the results to
be expected for the full year.
<PAGE>
PART II -- OTHER INFORMATION
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Results of Operations
The following table sets forth selected statements of operations data of the
Company expressed as a percentage of net sales for the periods indicated:
<TABLE>
<CAPTION>
PERCENTAGE OF NET SALES
-------------------------------------
1ST QUARTER
-------------------------------------
1999 1998
------------- -----------
<S> <C> <C>
Net sales 100.0 100.0
Cost of goods sold 64.7 64.8
------------- -----------
Gross profit 35.3 35.2
Operating expenses
Selling and administrative expenses 34.9 35.9
Pre-opening expenses .4 --
Store closing provision -- --
Miscellaneous income (.3) (.5)
------------- -----------
Operating income (loss) .2 (.2)
Interest expense, net .8 1.3
------------- -----------
Income (loss) before income taxes (.7) (1.6)
Income taxes -- --
------------- -----------
Net loss (.7) (1.6)
============= ==============
</TABLE>
Net sales for the first quarter of fiscal 1999 declined 1.1% to $71.4 million
from $72.1 million in the same period last year, while comparable store sales
were approximately flat. The net decrease is attributable to lost sales from
stores closed in fiscal 1998 and 1999, partially offset by sales from a new
SuperSports USA megastore opened in March 1999. Net sales in the last half of
the first quarter of fiscal 1999 were negatively impacted by certain out of
stock conditions attributable to the start-up of the Company's new merchandise
information system, which went on-line March 1, 1999. These problems have been
addressed and were resolved in June.
Cost of goods sold as a percentage of net sales was 64.7% in the first quarter
of fiscal 1999 compared to 64.8% in the same period of fiscal 1998.
Selling and administrative expenses as a percentage of net sales were 34.9% for
the first quarter of fiscal 1999 compared to 35.9% in 1998. The decrease in
selling and administrative expenses as a percentage of sales in fiscal 1999 is
primarily due to reduced promotional costs, reduced depreciation expenses
primarily related to the impairment
<PAGE>
charge taken in the fourth quarter of fiscal 1998 and favorable settlement of
certain leasehold related liabilities.
Pre-opening expenses of $303,000 are related to a new SuperSports USA megastore
opened in the first quarter of fiscal 1999.
Miscellaneous income was $209,000 in the first quarter of fiscal 1999 compared
to $345,000 in 1998 and is related primarily to fees from foreign licensees.
Net interest expense decreased to $597,000 in the first quarter of fiscal 1999
compared to $972,000 in 1998 primarily as a result of reduced borrowings in the
first quarter of fiscal 1999 compared to the prior year.
Income taxes in the first quarters of fiscal 1999 and 1998 are related primarily
to state income taxes. In fiscal 1999, net operating loss carryforwards are
anticipated to be realized, resulting in no Federal income tax expense.
LIQUIDITY AND CAPITAL RESOURCES
In the first quarter of fiscal 1999, operating activities used cash totaling
$1.6 million, investing activities used $802,000, primarily for the purchase of
property, plant and equipment, and financing activities provided net cash of
$2.4 million through the utilization of the Company's credit facility.
Merchandise inventories increased to $96.3 million at the end of the first
quarter of fiscal 1999 from $86.2 at the beginning of the fiscal year. Trade
accounts payable had a corresponding increase to $41.5 from $33.5 at the
beginning of the year. The increases are related to normal seasonal
fluctuations and the opening a new megastore in the first quarter of fiscal
1999. Comparable store inventories at the end of the first quarter of fiscal
1999 were approximately 1% lower than year ago levels.
Net additions to property, plant and equipment were $1.7 million during the
first quarter of 1999. Approximately $639,000 was related to the opening of a
new megastore in March 1999, $406,000 for computer hardware and software and the
balance to renovations and refurbishment in existing locations. The Company
expects to open at least one additional SuperSports USA megastore in 1999.
The Company's primary source of liquidity in the first quarter of fiscal 1999
was the Company's credit facility. Long-term obligations increased to $31.1
million from $28.7 million at the beginning of fiscal 1999 as the Company
utilized its credit facility to meet its working capital requirements. Average
borrowings during the first quarter of fiscal 1999 were $31.2 million compared
to $43.7 million in the first quarter of fiscal 1998. The Company believes that
its revolving credit facility together with cash provided by operations will be
adequate to meet anticipated capital needs for fiscal 1999.
YEAR 2000 ISSUE
The year 2000 issue is the result of computer programs written using two digits
rather than four to define the applicable year. Without corrective actions,
programs with time-
<PAGE>
sensitive software would potentially recognize a date ending in "00" as the year
1900 rather than the year 2000, causing many computer applications to fail or
create erroneous results and potentially causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business practices.
During fiscal 1996, the Company completed the installation of new financial
accounting and reporting systems and payroll and human resources systems, and in
fiscal 1997 the Company installed new sales audit software. The Company also
installed a new IBM AS400 computer in fiscal 1997 to accommodate the new systems
and those to be installed in 1998, and further upgraded all operating systems
software in the last quarter of 1998. During fiscal 1998, the Company upgraded
its personal computers making them year 2000 compliant. In addition, the
Company implemented its new merchandising information and inventory management
systems in March 1999.
The Company has scheduled a significant upgrade to its financial accounting and
reporting systems software for July 1999, and a minor update to its
merchandising information and inventory management systems software for the
third quarter of fiscal 1999. The Company is continuing to test these systems,
and expects to finalize testing once upgrades are installed. Testing done to
date has identified problem areas that will be addressed by the upgrades. The
Company presently believes that upon completion of its installation of upgrades
and testing in fiscal 1999 of computer hardware and software systems described
above, the Year 2000 issue will have been adequately addressed with respect to
all of the Company's internal computer systems. Any failure of the Company's
systems to be timely compliant, however, could have a material and adverse
impact on the business and operations of the Company.
Cumulatively, capital costs of approximately $5.2 million have been incurred for
the purchase and installation of hardware and software related to the year 2000
issue. Certain other internal costs incurred for work relating to year 2000
matters have not been included in the capital costs and are not tracked
separately by the Company, but such costs are included in the related payroll
costs for its information system group. The Company does not expect future
expenditures related to the year 2000 issue to be significant for its internal
systems.
The Company has substantially completed its review and assessment of its non-
information technology systems, and has contacted vendors to uncover any
potential year 2000 problems. At this time, the Company is not aware of any
compliance problems from its non-information technology systems that could have
a material effect on the Company's operation.
In addition to its internal computer and non-information technology systems, the
Company may face risks to the extent that suppliers of products, services and
systems purchased by the Company and others with whom the Company transacts
business do not have business systems or products that comply with the year 2000
requirements. The Company is currently assessing the year 2000 compliance of
its major providers of products, services and systems through the use of surveys
and formal communications.
<PAGE>
However, there can be no assurance that the Company can correctly assess the
year 2000 readiness of all its major suppliers. Some suppliers have not
responded to the Company's requests for information. The Company is in the
process of evaluating the potential effects of non-compliance by its vendors. In
the event that any such third parties cannot timely provide the Company with
products, services or systems as a result of any such non-compliance, the
Company's operating results could be materially adversely affected.
The Company is developing contingency plans for its internal computer and non-
information technology systems, as well as for failure of its key suppliers to
perform. With respect to suppliers, these contingency plans are being done on a
case by case basis for those suppliers that the Company determines are at a high
risk of non-compliance. These plans may include booking orders for delivery in
advance of January 1, 2000, or finding alternative suppliers. The Company has
received responses from 70% of its top 100 suppliers of merchandise that they
are or expect to become Year 2000 compliant by January 1, 2000. Those suppliers
responding positively account for approximately 84% of the Company's fiscal 1998
purchases of merchandise for sale from the top 100 suppliers. If the Company's
contingency plans are not adequate to address non-compliance by its computer and
non-information technology systems, or by suppliers, this could have a material
adverse effect on the operating results of the Company.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
The information discussed herein includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical facts included herein regarding planned
capital expenditures, store openings and closings, the Company's financial
position, business strategy and other plans and objectives for future operations
(typically using the words "expect," "plan," "anticipate," "believe," "intend"
or similar expressions), are forward-looking statements. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, they do involve certain assumptions, risks and uncertainties, and
the Company can give no assurance that such expectations will prove to have been
correct. The Company's actual results could differ materially from those
anticipated by such forward-looking statements as a result of certain factors,
including: the Company's ability to manage its expansion efforts in existing and
new markets, availability of suitable new store locations at acceptable terms,
levels of discretionary consumer spending, availability of merchandise to meet
fluctuating consumer demands, customer response to the Company's merchandise
offerings, fluctuating sales margins, increasing competition in sporting goods
and apparel retailing, the results of financing efforts and financial market
conditions. Many of such factors are beyond the Company's ability to control or
predict. Readers are cautioned not to put undue reliance on forward-looking
statements. The Company disclaims any intent or obligations to update these
forward-looking statements, whether as a result of new information, future
events or otherwise.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OSHMAN'S SPORTING GOODS, INC.
Date: June 14, 1999 By: /s/ A. LYNN BOERNER
------------------------------
A. Lynn Boerner
Vice-President and
Chief Accounting Officer
<PAGE>
ITEM 6. EXHIBITS
Exhibit Index
4.1(f) Amendment Dated April 29, 1999 to the Amended and Restated Financing
Agreement dated December 15, 1997 between the Company and The CIT
Group/Business Credit, Inc.
27 Financial Data Schedule
<PAGE>
EXHIBIT 4.1(f)
[LETTERHEAD OF THE CIT GROUP APPEARS HERE]
April 29, 1999
J.S. OSHMAN AND CO., INC.
OSHMAN SPORTING GOODS CO., ALABAMA
OSHMAN SPORTING GOODS CO., ARIZONA
OSHMAN SPORTING GOODS CO., ARKANSAS
OSHMAN SPORTING GOODS CO., CALIFORNIA
OSHMAN SPORTING GOODS CO., COLORADO
OSHMAN SPORTING GOODS CO., FLORIDA
OSHMAN SPORTING GOODS CO., GEORGIA
OSHMAN SPORTING GOODS CO., HAWAII
OSHMAN SPORTING GOODS CO., KANSAS
OSHMAN SPORTING GOODS CO., LOUISIANA
OSHMAN SPORTING GOODS CO., MICHIGAN
OSHMAN SPORTING GOODS CO., MINNESOTA
OSHMAN SPORTING GOODS CO., MISSOURI
OSHMAN SPORTING GOODS CO., NEVADA
OSHMAN SPORTING GOODS CO., NEW JERSEY
OSHMAN SPORTING GOODS CO., NEW MEXICO
OSHMAN SPORTING GOODS CO., NEW YORK
OSHMAN SPORTING GOODS CO., OHIO
OSHMAN SPORTING GOODS CO., OKLAHOMA
OSHMAN SPORTING GOODS CO., OREGON
OSHMAN SPORTING GOODS CO., SOUTH CAROLINA
OSHMAN SPORTING GOODS CO., TENNESSEE
OSHMAN SPORTING GOODS CO., TEXAS
OSHMAN SPORTING GOODS CO., UTAH
OSHMAN SPORTING GOODS CO., WASHINGTON
OSHMAN'S SKI SKOOL, INC.
OSHMAN'S SPORTING GOODS INC.- SERVICES
(collectively, the "Companies")
2302 Maxwell Lane
Houston, Texas 77023
<PAGE>
Gentlemen:
Reference is made to the Amended and Restated Financing Agreement dated as of
December 15, 1997, as amended (herein the "Financing Agreement"). Capitalized
terms as used herein shall have the meanings ascribed to them in the Financing
Agreement unless otherwise specifically defined herein.
Pursuant to paragraph 10, subparagraph G of Section 6 of the Financing Agreement
is hereby amended as follows:
(i) the figure "$375,000.00" appearing in clause a is hereby deleted, and the
figure "$1,200,000.00" is substituted in lieu thereof; and
(ii) the figure "$300,000.00" appearing in clause b is hereby deleted and the
figure "$1,000,000.00" is substituted in lieu thereof.
Except as otherwise specifically set forth herein, no other change in the terms
and conditions of the Financing Agreement is intended or implied. If the
foregoing is in accordance with your understanding, please so indicate by
signing and returning to us the enclosed copy of this letter.
Very truly yours,
THE CIT GROUP/BUSINESS
CREDIT, INC.
By: /s/ Pamela Wozniak
----------------------------
Title: Vice President
<PAGE>
Read and Agreed to:
J.S. OSHMAN AND CO., INC.
OSHMAN SPORTING GOODS CO., ALABAMA
OSHMAN SPORTING GOODS CO., ARIZONA
OSHMAN SPORTING GOODS CO., ARKANSAS
OSHMAN SPORTING GOODS CO., CALIFORNIA
OSHMAN SPORTING GOODS CO., COLORADO
OSHMAN SPORTING GOODS CO., FLORIDA
OSHMAN SPORTING GOODS CO., GEORGIA
OSHMAN SPORTING GOODS CO., HAWAII
OSHMAN SPORTING GOODS CO., KANSAS
OSHMAN SPORTING GOODS CO., LOUISIANA
OSHMAN SPORTING GOODS CO., MICHIGAN
OSHMAN SPORTING GOODS CO., MINNESOTA
OSHMAN SPORTING GOODS CO., MISSOURI
OSHMAN SPORTING GOODS CO., NEVADA
OSHMAN SPORTING GOODS CO., NEW JERSEY
OSHMAN SPORTING GOODS CO., NEW MEXICO
OSHMAN SPORTING GOODS CO., NEW YORK
OSHMAN SPORTING GOODS CO., OHIO
OSHMAN SPORTING GOODS CO., OKLAHOMA
OSHMAN SPORTING GOODS CO., OREGON
OSHMAN SPORTING GOODS CO., SOUTH CAROLINA
OSHMAN SPORTING GOODS CO., TENNESSEE
OSHMAN SPORTING GOODS CO., TEXAS
OSHMAN SPORTING GOODS CO., UTAH
OSHMAN SPORTING GOODS CO., WASHINGTON
OSHMAN'S SKI SKOOL, INC.
OSHMAN'S SPORTING GOODS INC.- SERVICES
(collectively, the "Companies")
By: signature appears here
-------------------------------------
Title: VP - CAO
----------------------------------
(of each of the above Companies)
OSHMAN'S SPORTING GOODS, INC., in its capacity, as Guarantor, hereby
acknowledges the foregoing.
By: signature appears here
-------------------------------------
Title: VP - CAO
----------------------------------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-29-2000
<PERIOD-START> JAN-31-1999
<PERIOD-END> MAY-01-1999
<CASH> 337
<SECURITIES> 0
<RECEIVABLES> 1,007
<ALLOWANCES> 0
<INVENTORY> 96,258
<CURRENT-ASSETS> 99,947
<PP&E> 88,487
<DEPRECIATION> 53,133
<TOTAL-ASSETS> 135,551
<CURRENT-LIABILITIES> 57,820
<BONDS> 31,074
0
0
<COMMON> 5,830
<OTHER-SE> 33,668
<TOTAL-LIABILITY-AND-EQUITY> 135,551
<SALES> 71,374
<TOTAL-REVENUES> 71,374
<CGS> 46,212
<TOTAL-COSTS> 46,212
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 597
<INCOME-PRETAX> (466)
<INCOME-TAX> 31
<INCOME-CONTINUING> (497)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (497)
<EPS-BASIC> (0.09)
<EPS-DILUTED> (0.09)
</TABLE>
