SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 10-Q
Quarterly Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Quarter Ended May 1, 1999
Commission file number 33-27126
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PEEBLES INC.
(Exact name of registrant as specified in its charter)
Virginia 54-0332635
---------------------- ---------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
One Peebles Street
South Hill, Virginia 23970-5001 (804) 447-5200
------------------------------- --------------
(Address of principal executive offices) (Telephone Number)
Indicate by check (x) mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes__x___. No_____.
As of May 1, 1999, 1,000 shares of Common Stock of Peebles Inc.
were outstanding.
<PAGE>
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEET
PEEBLES INC. & SUBSIDIARIES
(in thousands, except shares and per share amounts)
May 1, 1999 January 30, 1999 May 2, 1998
----------- ---------------- -----------
(Unaudited) (Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 109 $ 64 $ 307
Accounts receivable, net 29,739 33,495 28,479
Merchandise inventories 79,328 71,362 58,911
Prepaid expenses 1,647 1,084 1,274
Income taxes receivable 657 1,045 788
Other 1,217 1,289 701
------- ------- -------
TOTAL CURRENT ASSETS 112,697 108,339 90,460
PROPERTY AND EQUIPMENT, NET 53,145 51,949 40,313
OTHER ASSETS
Excess of cost over net
Assets acquired, net 40,537 41,017 34,904
Deferred financing cost 2,940 3,289 2,605
Other 3,269 3,692 3,625
------- ------- -------
46,746 47,998 41,134
------- ------- -------
$212,588 $208,286 $171,907
======= ======= =======
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Accounts payable $ 13,943 $ 17,516 $ 10,593
Accrued compensation and
other expenses 4,618 6,625 3,727
Deferred income taxes 2,433 2,433 4,592
Current maturities of long-
term debt 3,700 3,700 4,632
Other 2,057 2,271 1,114
------- ------- -------
TOTAL CURRENT LIABILITIES 26,751 32,545 24,658
LONG-TERM DEBT 116,054 106,325 85,100
LONG-TERM CAPITAL LEASE
OBLIGATIONS 836 896 1,088
DEFERRED INCOME TAXES 6,990 6,990 5,025
STOCKHOLDERS' EQUITY
Preferred stock--no par
value, authorized
1,000,000shares, none
issued and outstanding -- -- --
Common stock-- par value
$.10 per share,
authorized 5,000,000
shares, 1,000 issued and
outstanding. 1 1 1
Additional capital 59,307 59,307 59,307
Retained earnings
(deficit): accumulated
from May 27, 1995; 2,649 2,222 (3,272)
------- ------- -------
61,957 61,530 56,036
------- ------- -------
$212,588 $208,286 $171,907
======= ======= =======
See notes to condensed consolidated financial statements
<PAGE>
CONDENSED CONSOLIDATED STATEMENT OF INCOME
PEEBLES INC. & SUBSIDIARIES
in thousands, except shares and per share amounts)
(Unaudited)
Three-Month Period Ended
----------------------------
May 1, 1999 May 2, 1998
----------- -----------
NET SALES $ 64,422 $ 51,013
COSTS AND EXPENSES
Cost of sales 39,063 31,225
Selling, general and administrative
expenses 19,713 14,800
Depreciation and amortization 2,129 1,849
------- -------
60,905 47,874
------- -------
OPERATING INCOME 3,517 3,139
INTEREST EXPENSE 2,755 2,200
------- -------
INCOME BEFORE INCOME TAXES 762 939
INCOME TAXES
Federal, state and deferred 335 376
------- -------
NET INCOME $ 427 $ 563
======= =======
RETAINED EARNINGS (DEFICIT) BEGINNING
OF PERIOD 2,222 (3,835)
------- -------
RETAINED EARNINGS (DEFICIT) END OF
PERIOD $ 2,649 $ (3,272)
======= =======
EARNINGS PER SHARE $ 427 $ 563
======= =======
Weighted average common stock
outstanding 1,000 1,000
======= =======
See notes to condensed consolidated financial statements
<PAGE>
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
PEEBLES INC. & SUBSIDIARIES
(in thousands)
(Unaudited)
Three-Month Period Ended
-----------------------------
May 1, 1999 May 2, 1998
----------- -----------
OPERATING ACTIVITIES
Net income $ 427 $ 563
Adjustments to reconcile net income to
net cash used in operating
activities:
Depreciation 1,557 1,318
Amortization 921 820
Changes in operating assets and
liabilities:
Accounts receivable 3,756 3,102
Merchandise inventories (7,966) (944)
Accounts payable (3,573) (3,013)
Other assets and liabilities (1,860) (2,162)
------- ------
NET CASH USED IN OPERATING ACTIVITIES (6,738) (316)
INVESTING ACTIVITIES
Purchase of property and equipment (2,854) (2,917)
Other (92) (464)
------- ------
NET CASH USED IN INVESTING ACTIVITIES (2,946) (3,381)
FINANCING ACTIVITIES
Proceeds from revolving line of credit 102,567 75,876
Reduction in revolving line of credit
and long-term debt (92,838) (72,304)
------- ------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 9,729 3,572
------- ------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 45 (125)
Cash and cash equivalents beginning of
period 64 432
------- ------
CASH AND CASH EQUIVALENTS END OF
PERIOD $ 109 $ 307
======= ======
See notes to condensed consolidated financial statements
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PEEBLES INC. & SUBSIDIARIES
May 1, 1999
(in thousands)
NOTE A-ORGANIZATION AND BASIS OF PRESENTATION
CONSOLIDATION: The consolidated financial statements include the
accounts of Peebles Inc. and its wholly owned subsidiaries,
Carlisle Retailers, Inc. and Ira A. Watson Co., (together
"Peebles" or the "Company"). All significant intercompany
balances and transactions have been eliminated.
The Watson Merger: On June 29, 1998, Peebles Inc. acquired the
Ira A. Watson Co. ("Watson's") for a cash purchase price of
$4,451, which included $1,848 paid to the equity holders of
Watson's, $1,352 paid to a financial services company for the
proprietary credit card accounts receivable, $1,251 in
acquisition expenses. The purchase method of accounting was used
to allocate the purchase price as follows:
Purchase Price $ 4,451
Tangible net assets (liabilities) acquired:
Accounts receivable, net $ 1,185
Merchandise inventory, net 10,000
Fixed assets, net 5,446
Bank debt (10,403)
Trade liabilities, net (6,290)
Other net liabilities (1,589)
--------
Tangible net assets (liabilities) acquired (1,651)
-------
Excess of cost over net assets acquired $ 6,102
=======
The excess of cost over net assets acquired is being amortized
over a twenty-five year period beginning June 29, 1998.
The accompanying unaudited condensed financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with
instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management,
all adjustments (consisting of normal and recurring accruals)
considered necessary for a fair presentation have been included.
In addition, the operating results for the current fiscal periods
are not necessarily indicative of the results that may be
expected for the fiscal year ended January 29, 2000, due to the
seasonal nature of the business of Peebles. For further
information, refer to the financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for
the fiscal year ended January 30, 1999. Certain amounts
presented for first Fiscal Quarter of 1998 have been reclassified
to conform to the presentation of the first Fiscal Quarter of
1999.
NOTE B-ACCOUNTS RECEIVABLE
Accounts receivable are shown net of $1,700, $1,700 and $1,400,
representing the allowance for uncollectible accounts at May 1,
1999, January 30, 1999 and May 2, 1998, respectively. As a
service to its customers, the Company offers credit through the
use of its own charge card, certain major credit cards and a
layaway plan. The Peebles' customer usually resides in the local
community immediately surrounding the store location. Peebles
stores serve these local customers in 15 states: Virginia,
Tennessee, North Carolina, Maryland, Kentucky, West Virginia,
Alabama, Pennsylvania, South Carolina, Ohio, Delaware, New York,
Indiana, New Jersey and Missouri. The Company does not require
collateral from its customers.
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PEEBLES INC. & SUBSIDIARIES
NOTE C-MERCHANDISE INVENTORIES
Merchandise inventories are accounted for by the retail inventory
method applied on a last in, first out ("LIFO") basis. In
connection with an acquisition of the Company in May 1995
accounted for using the purchase method, the then existing LIFO
reserve was eliminated and a new LIFO base year was established,
which included an adjustment to fair value (the "Fair Value
Adjustment"). The net effect of the LIFO and market reserves
adjusts inventory to lower of LIFO cost or market.
Merchandise inventories consisted of the following:
May 1, 1999 January 30, 1999 May 2, 1998
----------- ---------------- -----------
Merchandise inventories at
FIFO cost $ 73,284 $ 65,288 $ 52,323
Fair Value Adjustment 7,436 7,436 7,436
LIFO/market reserve (1,392) (1,362) (848)
------- ------- -------
Merchandise inventories at
lower of cost or market $ 79,328 $ 71,362 $ 58,911
======= ======= =======
NOTE D-INCOME TAXES
Differences between the effective rate of income taxes and the
statutory rate arise principally from the state income taxes and
non-deductible amortization related to certain purchase
accounting adjustments.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(in thousands)
RESULTS OF OPERATIONS
The following management's discussion and analysis provides
information with respect to the results of operations for the
three-month period (or "Fiscal Quarter") ended May 1, 1999 in
comparison with the Fiscal Quarter ended May 2, 1998. The
consolidated operations of the Company for the Fiscal Quarter
ended May 1, 1999 include the results of 117 stores open the
entire three-month period and 2 stores opened during that time
period. In the prior year comparable period ended May 2, 1998,
84 stores were in operation the entire three-month period, and 4
new store locations were opened during the Fiscal Quarter. In
the twelve-month period following May 2, 1998, the Watson Merger
added 22 stores to consolidated operations on June 29, 1998, 5
stores were acquired from a retailer exiting those markets and 4
new locations were added, including the 2 opened during the first
Fiscal Quarter of 1999.
The Company defines a comparable store as having operations for
the entire twelve-month period in both the current and previous
fiscal years. For fiscal 1999, 84 stores will have had
operations for the entire twelve- month periods ending January
29, 2000 and ended January 30, 1999.
Three-Month Period Ended
------------------------
May 1, May 2,
(dollars in thousands) 1999 1998
------- -------
Net sales $ 64,422 $ 51,013
% increase 26.3% 13.0%
Comparable stores % (decrease)
increase in net sales: (2.6)% 6.2%
Stores in operation at period end 119 88
Operations as a Percentage of
Net Sales:
- ------------------------------
Cost of sales 60.6% 61.2%
Selling, general & administrative
expenses 30.6 29.0
Depreciation and amortization 3.3 3.7
----- -----
Operating Income 5.5 6.1
Interest Expense 4.3 4.3
Provision for income taxes .5 .7
----- -----
Net Income .7% 1.1%
===== =====
The $13,409, or 26.3%, increase in net sales for the three-month
period ended May 1, 1999 was solely due to the new store growth
during the twelve-month period subsequent to May 2, 1998. Net
sales at comparable stores declined 2.6%, or $1,307 comparing the
Fiscal Quarters ended May 1, 1999 and May 2, 1998. Consumer
demand for early Spring merchandise was weaker in the first
Fiscal Quarter of 1999 in comparison to the same period in 1998.
In addition, strong January sales had depleted the per store
inventory of winter clearance merchandise. The lower inventory
levels of clearance merchandise further weakened sales in the
first Fiscal Quarter, but improved the cost of sales, in
comparison to the prior year.
Cost of sales as a percentage of net sales for the three-month
periods ended May 1, 1999 and May 2, 1998 were 60.6% and 61.2%,
respectively. At comparable stores, cost of sales improved from
61.0% in the first Fiscal Quarter of 1998 to 60.0% in the fiscal
1999 three-month period. The improvement in cost of sales at
comparable stores offset the decrease in sales at comparable
stores such that gross margin dollars in the Fiscal Quarter ended
May 1, 1999 were flat with same period in the prior year. In
non-comparable stores, cost of sales were 62.7% in the first
Fiscal Quarter of 1999. New and acquired store locations,
especially those in markets new to the Company, typically run a
higher cost of sales percentage relative to mature stores due to
heavier promotions and the lack of comparable sales history.
Selling, general and administrative expenses, exclusive of
depreciation and amortization, were 30.6% and 29.0% as a
percentage of net sales in the first Fiscal Quarter of 1999 and
1998, respectively. The increase is primarily a result of the
new store growth and the operation of a second distribution
center in Knoxville, Tennessee. The second distribution center
was acquired in the Watson Merger, June 29, 1998, subsequent to
the close of the first Fiscal Quarter of 1998. New and acquired
stores are planned to have a higher expense structure than mature
stores for the first 12 to 18 months of operation as advertising
and payroll expenses are increased to achieve a market presence.
In addition, newer stores typically have higher occupancy costs
than mature stores.
Depreciation and amortization expenses as a percentage of net
sales declined to 3.3% in the first Fiscal Quarter of 1999, from
3.7% in the comparable prior year period. Amortization expense
increased due to the goodwill and deferred financing costs
capitalized in the Watson Merger. Depreciation expense increased
primarily due to the capital expenditures required in the 31
store locations opened during the twelve-month period subsequent
to May 2, 1998. These increases however, were leveraged by the
increase in total net sales.
Interest expense was 4.3% of net sales for the three-month
periods ended May 1, 1999 and May 2, 1998. Total average
outstanding debt during the Fiscal Quarter ended May 1, 1999 was
significantly higher than the prior year three-month period ended
May 2, 1998. Increases in borrowings were a result of funding
the Watson Merger at June 29, 1998, and the additional funding
for inventory and capital expenditures associated with the 31
store locations opened during the twelve-month period subsequent
to May 2, 1998. Partially offsetting the effect of increased
borrowings on interest expense was an effective borrowing rate
which was generally lower in the Fiscal Quarter ended May 1, 1999
than in the prior year comparable period.
The income tax expense for the three-month period ended May 1,
1999 was $335 compared to $376 for the comparable prior year
period ended May 2, 1998. The effective income tax rate for the
current Fiscal Quarter is 44.0% versus 40.0% for the comparable
prior year period. The effective tax rate differs from the
statutory rate primarily due to state income taxes and
nondeductible amortization relating to certain acquisition
related assets.
As a result of the changes discussed above, net income for the
three-month periods ended May 1, 1999 and May 2, 1998 was $427
and $563, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash requirements are for capital
expenditures in connection with the new store expansion and
remodeling program and for working capital needs. The Company's
primary sources of funds are cash flow from continuing
operations, borrowings under the 1998 Credit Agreement and trade
accounts payable. Merchandise inventory levels typically build
throughout the fall, peaking during the Christmas selling season,
while accounts receivable peak during December and decrease
during the first quarter. Capital expenditures typically occur
evenly throughout the first three quarters of each year.
During the first Fiscal Quarter of 1999, operating activities
used cash of $6,738, compared to $316 in the prior year
comparable period. The Spring build up of merchandise inventory
levels was more significant in the current year than in the prior
year. The inventory requirements of the 31 store locations
opened during the twelve-month period following May 2, 1998 used
a greater amount of cash, and for the 22 former Watson's stores,
the Spring was the first selling season where the Company could
adjust the inventory to a mix more representative of a typical
Peebles store. Increases to inventory levels were partially
offset by more cash provided from the reduction in accounts
receivable and an increase in income before depreciation and
amortization. The Company had working capital of $85,946 and
$65,802 at May 1, 1999 and May 2, 1998, respectively.
Capital expenditures are the primary use of cash in investing
activities. In the current Fiscal Quarter, capital expenditures
totaled $2,854, down slightly from $2,917 in the comparable prior
year period. New store locations accounted for the majority of
the capital expenditures in both the current and prior years.
During the three-month period ended May 1, 1999, the Company
opened 2 new store locations and completed several planned
remodelings/space reallocations. Including a new store location
opened on May 6, 1999, total store gross square footage has grown
approximately 65,000. In the comparable prior year period, the
Company opened 4 new store locations totaling approximately
77,000 gross square feet.
The Company currently plans to open a total of 5 new store
locations in fiscal 1999, adding approximately 114,000 gross
square feet. The Company has signed non-cancelable leases for
all five planned locations, with the final two stores scheduled
to open in the third Fiscal Quarter of 1999. Based on historical
experience, the Company estimates that the cost of opening a new
store will include capital expenditures of approximately $425 for
leasehold improvements and fixtures and approximately $425 for
initial inventory, approximately one-third of which is normally
financed through vendor credit. Accounts receivable for new
stores typically build to 15% of net sales or approximately $300
within 24 months of the store opening. The Company may also
incur capital expenditures to acquire existing stores.
The Company finances its operations, capital expenditures, and
debt service payments with funds available under its Revolver.
The maximum amount available under the Revolver is $75 million
less amounts outstanding under letters of credit. The actual
amount available is determined by an asset-based formula. In the
three-month period ended May 1, 1999, the Company drew a net
$9,729, primarily for inventory and capital expenditures. In the
comparable prior year period, the Company drew a net $3,572,
again reflecting the lesser inventory requirements of the prior
year first Fiscal Quarter. The Company believes the cash flow
generated from operating activities together with funds available
under the Revolver will be sufficient to fund its investing
activities and the debt service of the 1998 Credit Agreement.
SEASONALITY AND INFLATION
As a retailer offering predominately soft-apparel and selected
home accessories, the Company's business is seasonal, although
less heavily weighted in the fourth quarter than retailers with
comparable offerings of merchandise. Over the past three fiscal
years, quarterly sales as a percentage of total sales have been
consistent at approximately 20%, 22%, 24% and 34% for the first
through fourth quarters, respectively. Peebles' positioning of
its stores in small to medium sized communities with limited
competition, along with the Company's less-promotional, every day
fair value, pricing strategy, produces operations less dependent
on the fourth quarter. However, the third and fourth quarters
are generally bolstered by the back-to-school and Christmas
holiday selling seasons.
The Company does not believe that inflation has had a material
effect on its results of operations during the past three fiscal
years. Peebles uses the retail inventory method applied on a
LIFO basis in accounting for its inventories. Under this method,
the cost of products sold reported in the financial statements
approximates current costs and thus reduces the likelihood of a
material impact that increases costs. However, there can be no
assurance that the Company's business will not be impacted by
inflation in the future.
MARKET RISK
The Company's interest expense is affected by changes in short-
term interest on the debt outstanding under the 1998 Credit
Agreement. The 1998 Credit Agreement bears interest at rates
based on both the LIBOR and prime lending rates (the "Borrowing
Rates"). Assuming: i) the Borrowing Rates vary by 100 basis
points from their current levels at any given fiscal month, and
ii) the Company maintains an aggregate outstanding debt balance
subject to these rates of $120,000 during the fiscal month of
variance, interest expense would vary by approximately $100 for
that fiscal month.
YEAR 2000 TECHNOLOGICAL ISSUES
In 1998, the Company completed an assessment of the impact on
technological systems, information and non-information, of date-
related processing when the year changes to 2000 and those
systems do not recognize this year as greater than 1999. The
Company's primary information systems are on two IBM AS400
mainframes, with the majority of the software developed
internally. The Company uses purchased software, both packaged
and customized, and certain local networks as support systems
interfacing with the mainframe system. Non-information systems
support physical operations and are primarily purchased or leased
from third parties.
The Company implemented in-house programming standards to address
the year 2000 in 1985, and as a result, the majority of
internally developed software was written with a four digit date
field to properly process information after the year becomes
2000. The programming code has been reviewed, however, for all
internally developed software to look for possible processing
problems related to the year 2000. All programming code
modifications necessary to properly process information in the
year 2000 have been completed. The Company expects to complete
testing of all major systems which do not rely or interact with
purchased software to verify accurate processing by September
1999.
Information systems which rely or utilize purchased software,
either solely or in conjunction with internally developed
software, have been evaluated for proper processing of the year
2000. The Company, with assistance and certification from
applicable third parties, has completed its evaluation of all
purchased information software and related systems and determined
those requiring upgrades and those requiring replacement. All
upgrades and/or replacement software are either in place and
functional or scheduled to be installed and functioning by the
end of September 1999.
Non-information systems critical to the Company's operations,
including phone systems, energy management systems, security
systems, and merchandise handling systems have either been
certified by the appropriate third party to properly operate
after January 1, 2000 or are in the process of remediation.
The Company relies on a number of third party business partners
to operate its business. These business partners include
merchandise vendors supplying the Company with inventory, banks
serving corporate cash management and individual store locations,
First Data Corp. providing bankcard authorization and
reimbursement, the three major credit bureaus assisting in
proprietary charge card account authorization and risk
management, and a number of contract carriers delivering
merchandise from vendors to the Company's two distribution
centers. The Company has one merchandise supplier which
represented 9% of purchases in 1998. No other vendor supplied
the Company with more than 5% of its merchandise inventory in
1998. The Company is in continuing communication with its
primary vendors to determine the impact on merchandise purchases
of potential Year 2000 business interruptions. The Company has
received assurances from a majority of its non-merchandise
business partners that operations and services will be provided
without interruption after the year turns to 2000.
Although there can be no guarantee that third parties are able to
provide the same level of service after the year turns to 2000 as
they are able to provide prior to that date, the Company believes
that its operations will not be materially, adversely affected.
Related to both its own information and non-information systems,
the Company believes that preliminary, non-comprehensive
contingency plans previously developed for a number of systems
are no longer valid given the progress of remediation. The
Company's normal and ongoing catastrophic failure plans for fire,
natural disaster, extended power loss, and similar situations now
serve as the primary contingency plan.
The costs associated with the evaluation and modification of
information and non-information systems are being expensed as
incurred and are not material to the financial position or
results of operations of the Company.
FORWARD-LOOKING STATEMENTS
Certain statements in this quarterly report on Form 10-Q are
forward-looking, based on the Company's evaluation of historical
information and judgments on future events, based on the best
information available at the time. Underlying these statements
are risks and uncertainties which could cause actual results to
differ materially from those forward-looking statements. These
risks and uncertainties include, but are not limited to: i)
consumer demand for the Company's soft-apparel merchandise; ii)
competitive and consumer demographic shifts within the Company's
markets; iii) the Company's access to, and cost of, capital; iv)
the Company's ability to locate and open new store locations on a
timely and profitable basis; v) the Company's ability to
integrate acquired stores into Peebles' overall operations on a
timely basis; vi) the successful management of inventory levels,
related costs and selling, general and administrative costs; and
vii) the timely resolution of Year 2000 compliance issues by the
Company and its vendors.
<PAGE>
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information called for by this item is provided under the
caption "Market Risk" under Item 2 - Management's Discussion
and Analysis of Financial Condition and Results of Operations.
PART II
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
27. Financial Data Schedule
b. Reports on Form 8-K
None
<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.
PEEBLES INC.
Date: June 8, 1999 By /s/ Michael F. Moorman
---------------------
Michael F. Moorman
President and Chief Executive
Officer
(Principal Executive Officer)
By /s/ E. Randolph Lail
-------------------
E. Randolph Lail
Chief Financial Officer,
Senior Vice President-
Finance, Treasurer and
Secretary
(Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-29-2000
<PERIOD-END> MAY-01-1999
<CASH> 109
<SECURITIES> 0
<RECEIVABLES> 31,439
<ALLOWANCES> 1,700
<INVENTORY> 79,328
<CURRENT-ASSETS> 112,697
<PP&E> 84,667
<DEPRECIATION> 31,522
<TOTAL-ASSETS> 212,588
<CURRENT-LIABILITIES> 26,751
<BONDS> 116,890
0
0
<COMMON> 1
<OTHER-SE> 61,956
<TOTAL-LIABILITY-AND-EQUITY> 212,588
<SALES> 64,422
<TOTAL-REVENUES> 64,422
<CGS> 39,063
<TOTAL-COSTS> 39,063
<OTHER-EXPENSES> 21,842
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,755
<INCOME-PRETAX> 762
<INCOME-TAX> 335
<INCOME-CONTINUING> 427
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 427
<EPS-BASIC> 427.00
<EPS-DILUTED> 427.00
</TABLE>
