===============================================================================
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 October 28, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period ended _____________ to ______________
Commission file number 33-62001
SPECIALTY RETAILERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or other jurisdiction of 04-3034294
incorporation or organization) (I.R.S. Employer Identification No.)
10201 MAIN STREET, HOUSTON, TEXAS 77025
(Address of Principal Executive Offices) (Zip code)
(713) 667-5601
Registrant's telephone number, including area code
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 at least the past 90 days. Yes [X] No [ ]
The number of shares of common stock outstanding as of December 1, 1995 was
5,000 shares, all held by the registrant's parent, Apparel Retailers, Inc.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(A) AND
(B) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.
================================================================================
<PAGE>
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
SPECIALTY RETAILERS, INC
(A wholly-owned subsidiary of Apparel Retailers, Inc )
CONSOLIDATED CONDENSED BALANCE SHEET
(in thousands, except par value and number of shares)
<TABLE>
<CAPTION>
January 28, 1995 October 28, 1995
---------------- ----------------
(unaudited)
ASSETS
------
<S> <C> <C>
Cash and cash equivalents ......................... $ 27,797 $ 10,389
Accounts receivable ............................... 70,356 46,719
Merchandise inventories ........................... 118,039 180,663
Restricted investments ............................ 338 438
Prepaid expenses and other current assets ......... 17,824 24,769
-------- --------
Total current assets ........................ 234,354 262,978
Property, equipment and leasehold
improvements, net .............................. 75,602 90,756
Goodwill, net ..................................... 31,865 30,768
Other assets ...................................... 20,700 16,717
-------- --------
$362,521 $401,219
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Accounts payable .................................. $ 38,330 $ 63,258
Accrued interest .................................. 11,372 6,468
Accrued expenses and other accrued liabilities .... 34,415 26,570
Accrued taxes, other than income taxes ............ 2,642 4,663
-------- --------
Total current liabilities ................... 86,759 100,959
Long-term debt .................................... 213,827 225,933
Related party debt ................................ 39,200 44,200
Other long-term liabilities ....................... 17,909 17,344
-------- --------
Total liabilities ........................... 357,695 388,436
-------- --------
Common stock, par value $0.01, 5,000 shares
authorized, issued and outstanding .............. -- --
Additional paid-in capital ........................ 3,317 3,317
Retained earnings ................................. 1,509 9,466
-------- --------
Stockholder's equity .............................. 4,826 12,783
-------- --------
Commitments and contingencies ..................... -- --
-------- --------
$362,521 $401,219
======== ========
</TABLE>
The accompanying notes are an integral part of this statement.
1
<PAGE>
SPECIALTY RETAILERS, INC
(A wholly-owned subsidiary of Apparel Retailers, Inc )
CONSOLIDATED CONDENSED STATEMENT OF INCOME
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
For the three months ended, For the nine months ended,
----------------------------------- -----------------------------------
October 29, 1994 October 28, 1995 October 29, 1994 October 28, 1995
---------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Net sales .................................. $ 134,939 $ 159,161 $ 395,072 $ 456,092
Cost of sales and related buying,
occupancy and distribution expenses ...... (93,829) (110,502) (274,943) (314,595)
--------- --------- --------- ---------
Gross profit ............................... 41,110 48,659 120,129 141,497
Selling, general and
administrative expenses .................. (32,911) (41,130) (93,147) (113,180)
Service charge income ...................... 1,831 2,196 5,566 7,320
--------- --------- --------- ---------
Operating income 10,030 9,725 32,548 35,637
--------- --------- --------- ---------
Interest income ............................ 463 259 1,366 512
--------- --------- --------- ---------
Interest expense:
Related party ............................ (849) (1,117) (1,956) (3,271)
Other .................................... (6,222) (6,577) (19,400) (18,799)
Amortization of debt issue costs ......... (303) (353) (933) (1,067)
--------- --------- --------- ---------
(7,374) (8,047) (22,289) (23,137)
--------- --------- --------- ---------
Income before income tax and
extraordinary item....................... 3,119 1,937 11,625 13,012
Income tax expense ......................... (1,156) (747) (4,295) (5,055)
--------- --------- --------- ---------
Income before extraordinary item ........... 1,963 1,190 7,330 7,957
Extraordinary item - early
extinguishment of debt ................... 38 -- (288) --
========= ========= ========= =========
Net income ................................. $ 2,001 $ 1,190 $ 7,042 $ 7,957
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of this statement.
2
<PAGE>
SPECIALTY RETAILERS, INC
(A wholly-owned subsidiary of Apparel Retailers, Inc )
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
For the nine months ended,
-------------------------------------
October 29, 1994 October 28, 1995
---------------- ----------------
Cash flows from operating activities:
<S> <C> <C>
Net income ................................................. $ 7,042 $ 7,957
-------- --------
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization ............................ 7,166 8,982
Deferred federal income taxes ............................ -- 778
Accretion of discount .................................... 569 631
Amortization of debt issue costs ......................... 933 1,067
Issuance of long-term debt in lieu of interest payment ... 137 147
Loss on early extinguishment of debt ..................... 474 --
Changes in operating assets and liabilities:
Decrease in accounts receivable ........................ 4,670 2,779
Increase in merchandise inventories .................... (35,021) (62,624)
Increase in other assets ............................... (279) (3,436)
Increase in accounts receivable sold ................... -- 20,858
Increase in accounts payable and accrued liabilities ... 9,251 12,810
-------- --------
Total adjustments .................................... (12,100) (18,008)
-------- --------
Net cash used in operating activities .................. (5,058) (10,051)
-------- --------
Cash flows from investing activities:
Increase in restricted investments ......................... (764) (100)
Additions to property, equipment and leasehold improvements (13,439) (22,819)
Purchase of note receivable ................................ (3,901) --
-------- --------
Net cash used in investing activities .................. (18,104) (22,919)
-------- --------
Cash flows from financing activities:
Proceeds from:
Long-term debt ........................................... -- 16,458
Payments on:
Long-term debt ........................................... (10,264) (115)
Additions to debt issue costs ............................ (463) (781)
-------- --------
Net cash provided by (used in) financing activities .... (10,727) 15,562
-------- --------
Net decrease in cash and cash equivalents .............. (33,889) (17,408)
Cash and cash equivalents:
Beginning of period ...................................... 58,521 27,797
-------- --------
End of period ............................................ $ 24,632 $ 10,389
======== ========
Supplemental disclosure of cash flow information:
Interest paid .............................................. $ 27,303 $ 26,150
======== ========
Income taxes paid .......................................... $ 4,056 $ 5,917
======== ========
</TABLE>
The accompanying notes are an integral part of this statement.
3
<PAGE>
SPECIALTY RETAILERS, INC
(A wholly owned subsidiary of Apparel Retailers, Inc )
CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDER'S EQUITY
(in thousands, except numbers of shares)
(unaudited)
<TABLE>
<CAPTION>
Common Stock
-------------------------
Additional
Shares Paid-in Retained
Outstanding Amount Capital Earnings Total
----------- -------- ------------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Balance, January 28, 1995 ... 5,000 $ -- $3,317 $1,509 $ 4,826
Net income .................. -- -- -- 7,957 7,957
----- ---- ------ ------ -------
Balance, October 28, 1995 ... 5,000 $ -- $3,317 $9,466 $12,783
===== ==== ====== ====== =======
</TABLE>
The accompanying notes are an integral part of this statement.
4
<PAGE>
SPECIALTY RETAILERS, INC.
(A wholly-owned subsidiary of Apparel Retailers,Inc.)
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. The accompanying unaudited consolidated condensed financial
statements of Specialty Retailers, Inc. (the "Company") have been prepared in
accordance with Rule 10-01 of Regulation S-X and do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. Those adjustments, which include only normal
recurring adjustments, that are, in the opinion of management, necessary for a
fair presentation of the results of the interim periods have been made. The
results of operations for such interim periods are not necessarily indicative of
results of operations for a full year. The unaudited consolidated condensed
financial statements should be read in conjunction with the audited consolidated
financial statements and notes thereto for the year ended January 28, 1995 filed
with the Company's Annual Report on Form 10-K. Certain reclassifications have
been made to prior year amounts to conform with the current year presentation.
The fiscal years discussed herein end on the Saturday nearest to January 31 in
the following calendar year. For example, references to "1995" mean the fiscal
year ended February 3, 1996.
2. Under the accounts receivable securitization program implemented in
1993 (the "Accounts Receivable Program"), a subsidiary of the Company, SRI
Receivables Purchase Co., Inc. ("SRPC") purchases the accounts receivable
generated under the Company's private label credit card program. Such accounts
receivable are in turn transferred to a master trust (the "Trust") which has
issued certain certificates representing undivided interests in the Trust. SRPC
owns an undivided interest in the assets of the Trust not supporting the term
certificates and the revolving certificate issued by the Trust. On August 15,
1995, the Trust increased the amount of term certificates outstanding from
$140.0 million to $165.0 million. The commitment under the revolving certificate
remained unchanged at $40.0 million. SRPC is a separate corporate entity from
the Company and SRPC's creditors have a claim on its assets prior to those
assets becoming available to any creditor of the Company.
3. The Company has a revolving credit agreement with a bank (the
"Credit Agreement") under which it may draw up to $25.0 million. On March 31,
1995, the Company extended the Credit Agreement to February 3, 1998 and entered
into a separate agreement with the bank under which it may borrow an additional
$10.0 million for seasonal working capital needs (the "Seasonal Credit
Agreement"). Funds are available under the Seasonal Credit Agreement from August
15 through January 15 of each fiscal year (the "Seasonal Period"). The Seasonal
Credit Agreement is available through February 3, 1998 and provides for a
commitment fee during each Seasonal Period of 1/2 of 1% of the average daily
unused portion of the commitment amount. Commitment fees are paid on an annual
basis on the first business day following the Seasonal Period then concluded.
Interest is charged on outstanding loans at a base rate plus a specified margin.
The base rate is the higher of the bank's prime rate or 1/2 of 1% above the
Federal Funds Effective Rate. The specified margin range is 1.25% to 2.75% based
on calculated debt service ratios as defined in the Seasonal Credit Agreement.
On July 7, 1995 the bank and the Company amended the Credit Agreement and the
Seasonal Credit Agreement whereby the Company's limit on capital expenditures
for 1995 is $28.0 million in the aggregate.
4. During the fourth quarter of 1994, the Company approved a store
closure plan (the "Store Closure Plan") for the closure of forty Fashion Bar
stores and accrued $5.2 million for the expected costs associated with the plan.
As of October 28, 1995, the Company had closed all but one of these stores,
which is expected to close before year end, and all but three stores not
included in the Store Closure Plan had been converted to Stage stores. The
Company has charged $3.9 million to the accrual primarily related to lease
termination payments associated with these stores. Management believes that the
remaining reserves should be adequate to cover the estimated future payments for
stores included in the Store Closure Plan.
5. During the second quarter of 1995, the Company issued $18.3 million
in aggregate principal amount of 11% Series C Senior Subordinated Notes Due 2003
(the "Series C Senior Subordinated Notes"). The Series C Senior Subordinated
Notes were not registered under the Securities Act of 1933, as amended (the
"Securities Act"). Pursuant to a registration statement filed with the
Securities and Exchange Commission, the Company exchanged its 11% Series D
Senior Subordinated Notes (the "Series D Senior Subordinated Notes") for its
Series C Senior Subordinated Notes. The form and terms of the Series D Senior
Subordinated Notes are the same as the form and terms of the Series C Senior
Subordinated Notes except that the Series D Senior Subordinated Notes are
registered under the Securities Act and, therefore, are public securities that
do not bear legends restricting their transfer. No Series C Senior Subordinated
Notes remain outstanding.
5
The Series D Senior Subordinated Notes have a discount of $1.8 million
and bear interest at 11% payable semi-annually on February 15 and August 15 of
each year. The original issue discount is being charged to interest expense over
the term to maturity using the effective interest method. The combination of
coupon interest payments and original issue discount results in an effective
interest rate of 13.0%. The Series D Senior Subordinated Notes rank junior to
the 10% Senior Notes Due 2000 (the "Senior Notes") and pari passu with the
existing 11% Series B Senior Subordinated Notes Due 2003 (the "Series B Senior
Subordinated Notes", and together with the Series D Senior Subordinated Notes,
the "Senior Subordinated Notes"). The Company is required to make a mandatory
sinking fund payment on September 15, 2002 equal to forty percent of the
original aggregate principal amount of Series D Senior Subordinated Notes.
6
SPECIALTY RETAILERS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the
Management Discussion and Analysis section of the Company's 1994 Annual Report
on Form 10-K.
GENERAL
The Company currently operates 257 family apparel stores in thirteen
states throughout the central United States primarily under the names Bealls,
Palais Royal and Stage offering branded fashion apparel and accessories for
women, men and children.
During 1993, management formalized its growth strategy for expanding
the Company's business. During 1994, this growth strategy resulted in the
opening of ten new stores in Texas, Oklahoma and Missouri and the acquisition of
forty-five store leases from the Beall-Ladymon Corporation ("Beall-Ladymon"),
located primarily in Louisiana, Arkansas and Mississippi. The former
Beall-Ladymon stores reopened in the first quarter of 1995 under the name of
Stage. The Company has registered the Stage name nationally and intends to open
all new stores under the Stage name in all markets where its traditional names
are unrecognized. These new stores are similar in size, appearance and
merchandise content to the Company's other stores. Management continues to
actively search for other potential locations that meet its site selection
criteria including market size, economic demographics, customer profile and
competitive environment and, as a result, opened twenty-three new stores in
addition to the Beall-Ladymon locations during first ten months of 1995.
During the fourth quarter of 1994, management approved a plan for the
closure of forty Fashion Bar stores and accrued $5.2 million for the expected
costs associated with the plan. As of October 28, 1995, all but one of these
stores had been closed. The Company expects to complete the Store Closure Plan
during 1995.
During the first nine months of 1995, continued weak economic
conditions in Mexico, which have resulted in the devaluation of the peso,
adversely affected sales at six Bealls stores located near the Texas-Mexico
border; and, to a lesser extent, certain other stores in southern Texas.
RESULTS OF OPERATIONS
Sales for the three and nine months ended October 28, 1995 were $159.2
million and $456.1 million, respectively, representing increases of 18.0% and
15.4%, respectively, over comparable periods of 1994. These increases were
primarily due to the increase in sales generated from new stores opened during
1994 and 1995. Comparable store sales for the three months and nine months ended
October 28, 1995 increased 0.3% and 0.1%, respectively, versus comparable
periods of 1994 despite a $8.1 million decline in sales for the nine months
ended October 28, 1995 at the six Bealls stores located near the Texas-Mexico
border. Excluding these stores, comparable store sales would have increased 2.7%
and 2.5% for the three and nine months ended October 28, 1995, respectively.
Gross profit as a percent of sales for the three and nine months ended
October 28, 1995 was 30.6% and 31.0%, respectively, as compared to 30.5% and
30.4% for the three and nine months ended October 29, 1994, respectively. The
Company has been successful in maintaining and improving its gross profit for
the nine months ended October 28, 1995 on a comparable store basis. In addition,
gross profit for the nine months was favorably impacted by the growth in new
stores which traditionally have lower mark-down ratios for the first six months
of operation and lower buying, occupancy and distribution costs on an
incremental basis. The increase was slightly lower for the three months ended
October 28, 1995 due to an increase in mark-downs resulting from additional
promotional events intended to increase sales.
Selling, general and administrative expenses as a percent of sales for
the three and nine months ended October 28, 1995 were 25.8% and 24.8%,
respectively, as compared to 24.4% and 23.6% for the three and nine months ended
October 29, 1994, respectively. These increases resulted from the amortization
of pre-opening costs associated with new stores combined with increased costs
associated with the certificates outstanding under the Accounts Receivable
7
Program, partially offset by the application of fixed costs to a greater volume
of sales. Advertising expenses as a percent of sales increased 0.3% and 0.2% for
the three and nine months ended October 28, 1995, respectively, as compared to
comparable periods of 1994. These increases were due to advertising campaigns in
areas where the Company previously did not operate; particularly, the
Beall-Ladymon locations mentioned above. Accounts receivable charge-offs as a
percentage of sales also increased from 2.0% to 2.6% for the nine month periods
ended October 29, 1994 and October 31, 1995, respectively, due to an increase in
consumer bankruptcies combined with the weak economic conditions in Mexico
discussed above.
Service charge income for the three and nine months ended October 28,
1995 was $2.2 million and $7.3 million, respectively, as compared to $1.8
million and $5.6 million for the three and nine months ended October 29, 1994,
respectively. Service charge income increased due to increased accounts
receivable balances resulting from higher sales volume and the purchase of
accounts receivable from Beall-Ladymon.
Interest expense for the three and nine months ended October 28, 1995
was $8.0 million and $23.1 million, respectively, as compared to $7.4 million
and $22.3 million for the three and nine months ended October 29, 1994,
respectively. The increase in interest expense was primarily due to interest
related to the Series C Senior Subordinated Notes issued during the second
quarter of 1995, increased borrowings and associated fees under the Credit
Agreement and higher interest rates on certain other debt.
The extraordinary charge of $0.3 million for the nine months ended
October 29, 1994 was comprised of acquisition premiums and the write-off of debt
issue costs associated with the retirement of $10.0 million of Senior Notes, net
of applicable income taxes.
SEASONALITY AND INFLATION
The Company's business is seasonal and sales and profits traditionally
are lower during the first nine months of the year (February through October)
and higher during the last three months of the year (November through January).
Working capital requirements fluctuate during the year and generally reach their
highest levels during the third and fourth quarters.
The following table shows certain unaudited financial information for
the Company by quarter (in thousands):
<TABLE>
<CAPTION>
1994 1995
-------------------------------------------- ------------------------------
Q1 Q2 Q3 Q4 Q1 Q2 Q3
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales ........... $128,073 $132,060 $134,939 $186,391 $142,353 $154,578 $159,161
Gross profit ........ 39,856 39,163 41,110 62,675 46,283 46,555 48,659
Operating income .... 11,944 10,574 10,030 18,412 14,839 11,073 9,725
Quarter's operating
income as a percent
of annual ......... 23% 21% 20% 36% -- -- --
Income before
extraordinary item $ 3,081 $ 2,286 $ 1,963 $ 7,202 $ 4,569 $ 2,198 $ 1,190
Net income .......... 2,755 2,286 2,001 7,182 4,569 2,198 1,190
</TABLE>
The Company does not believe that inflation had a material effect on
its results of operations during 1995. However, there can be no assurance that
the Company's business will not be affected by inflation in the future.
LIQUIDITY AND CAPITAL RESOURCES
The Company completed the refinancing of certain debt in August 1993.
After giving effect to the refinancing and subsequent retirement of $20.0
million of Senior Notes during 1993 and 1994, the Company's consolidated
long-term debt at October 28, 1995 was comprised of $130.0 million in aggregate
principal amount of Senior Notes, $118.3 million in aggregate principal amount
of Senior Subordinated Notes and certain other debt.
8
During the second quarter of 1995, the Company issued $18.3 million in
aggregate principal amount of Series C Senior Subordinated Notes which were
subsequently exchanged for Series D Senior Subordinated Notes. The form and
terms of the Series D Senior Subordinated Notes are the same as the form and
terms of the Series C Senior Subordinated Notes except that the Series D Senior
Subordinated Notes are registered under the Securities Act and, therefore, are
public securities that do not bear legends restricting their transfer. Such
notes were issued at a discount of $1.8 million and bear interest at 11% payable
semi-annually on February 15 and August 15 of each year. Substantially all of
such proceeds will be used for new store openings and other general corporate
purposes. No Series C Senior Subordinated Notes remain outstanding.
Working capital increased $14.4 million during the first nine months of
1995 primarily due to the issuance of the Series C Senior Subordinated Notes.
Significant changes within working capital components included cash, accounts
receivable, merchandise inventories and accounts payable. Accounts receivable
decreased $23.6 million during the nine months ended October 28, 1995 as a
result of the issuance of $25.0 million of term certificates under the Accounts
Receivable Program. Merchandise inventories and accounts payable increased $62.6
million and $24.9 million, respectively, during the nine months ended October
28, 1995 as a result of merchandise purchased for recently opened stores and
seasonal merchandise purchases.
Under the Company's Accounts Receivable Program, the Company sells
substantially all of its private label credit card accounts receivable to the
Trust on a daily basis in exchange for cash and an undivided interest in the
Trust's assets. On August 15, 1995, the Trust increased the amount of term
certificates outstanding from $140.0 million to $165.0 million. The Company has
the option to receive payment for up to 72% of the eligible accounts receivable
which exceed the Trust's term certificates outstanding and the Company's minimum
interest in the Trust for such certificates (currently $204.1 million in the
aggregate), up to a maximum of $40.0 million. The Trust may draw on the
revolving certificate in order to fund such payments to the Company. Eligible
accounts receivable in the Trust are currently not sufficient to allow the Trust
to draw on the revolving certificate. If eligible accounts receivable in the
Trust fall below the level required to support the certificates and the
Company's minimum interest, certain principal collections may be retained in the
Trust but would be paid to the Company as such accounts receivable increase.
Management anticipates that the ability to obtain funds under the revolving
certificate will increase during the fourth quarter when working capital
requirements are generally at their highest levels.
Funds available under the Credit Agreement total $25.0 million of which
up to $15.0 million may be used to collateralize letters of credit. As of
October 28, 1995, $8.3 million of the total commitment was used to collateralize
letters of credit resulting in available funds of $16.7 million. Funds available
under the Seasonal Credit Agreement total $10.0 million from August 15 to
January 15 of each fiscal year. Both agreements are available through February
3, 1998. At October 28, 1995, total funds available under the Credit Agreement
and the Seasonal Credit Agreement total $26.7 million.
The Company's primary capital requirements are for working capital
(including interest payments on debt), capital expenditures and principal
payments on debt. Subject to a change in the capital structure, management
expects interest payments to be comparable to the 1995 level during the next two
fiscal years adjusting for the borrowings issued in 1995. Generally, capital
expenditures are for new store openings, remodeling of existing stores and
customary store maintenance. Capital expenditures increased significantly as a
result of opening sixty-one new stores during the nine months ended October 28,
1995 versus twelve new stores during the comparable period of 1994. Management
expects capital expenditures to be comparable to the 1995 level during the next
two fiscal years. Aggregate principal payments on debt total $3.0 million during
the next two fiscal years.
Management believes that funds provided by operations, together with
funds available under the Credit Agreement, the Seasonal Credit Agreement and
the Accounts Receivable Program will be adequate to meet the Company's
anticipated requirements for working capital, interest payments, planned capital
expenditures and principal payments on debt. Estimates as to working capital
needs and other expenditures may be materially affected if the foregoing sources
are not available or do not otherwise provide sufficient funds to meet the
Company's obligations.
9
SPECIALTY RETAILERS, INC.
PART II
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
None.
REPORTS ON FORM 8-K
None.
10
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.
SPECIALTY RETAILERS, INC.
December 1, 1995 /s/ CARL E. TOOKER
(Date) Carl E. Tooker
President and
Chief Executive Officer
December 1, 1995 /s/ JAMES A. MARCUM
(Date) James A. Marcum
Executive Vice President and
Chief Financial Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM SPECIALTY RETAILERS, INC. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-3-1996
<PERIOD-END> OCT-28-1995
<CASH> 10,389
<SECURITIES> 0
<RECEIVABLES> 46,719
<ALLOWANCES> 0
<INVENTORY> 180,663
<CURRENT-ASSETS> 262,978
<PP&E> 90,756
<DEPRECIATION> 0
<TOTAL-ASSETS> 401,219
<CURRENT-LIABILITIES> 100,959
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 3,317
<TOTAL-LIABILITY-AND-EQUITY> 401,219
<SALES> 456,092
<TOTAL-REVENUES> 456,092
<CGS> 314,595
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23,137
<INCOME-PRETAX> 13,012
<INCOME-TAX> 5,055
<INCOME-CONTINUING> 7,957
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,957
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
