VALUE CITY DEPARTMENT STORES INC /OH
10-Q, 1999-06-15
VARIETY STORES
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<PAGE>   1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

          [ 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 1-10767
                                                -------

                       VALUE CITY DEPARTMENT STORES, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Ohio                                        31-1322832
- -------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                   3241 Westerville Road, Columbus, Ohio    43224
- --------------------------------------------------------------------------------
               (Address of principal executive offices)   (Zip Code)


        Registrant's telephone number, including area code (614) 471-4722
                                                           --------------


           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.


             Class                                  Outstanding at June 8, 1999
- -------------------------------                     ---------------------------
Common Stock, Without Par Value                           32,330,017 Shares






<PAGE>   2



                       VALUE CITY DEPARTMENT STORES, INC.
                                TABLE OF CONTENTS
================================================================================
<TABLE>
<CAPTION>

                                                                                                         PAGE NO.
                                                                                                         --------

<S>                                                                                                       <C>
PART I.  FINANCIAL INFORMATION
         Item 1.  Financial Statements
                     Consolidated Balance Sheets
                           May 1, 1999 and January 30, 1999                                                   3

                     Consolidated Statements of Income
                           Three months ended May 1, 1999
                           and May 2, 1998                                                                    4

                     Consolidated Statements of Cash Flows
                           Three months ended May 1, 1999
                           and May 2, 1998                                                                    5

                     Notes to the Consolidated Financial Statements                                           6

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                                                         7

         Item 3.  Quantitative and Qualitative Disclosures about Market Risk                                 N/A


PART II. OTHER INFORMATION
         Item 1.  Legal Proceedings                                                                          N/A

         Item 2.  Changes in Securities                                                                      N/A

         Item 3.  Defaults Upon Senior Securities                                                            N/A

         Item 4.  Submission of Matters to a Vote of Security Holders                                        N/A

         Item 5.  Other Information                                                                          N/A

         Signatures                                                                                          12

         Item 6.  Exhibits and Reports on Form 8-K

                  Part A:    Exhibit 27     Financial Data Schedule for First Quarter Form 10-Q              13


                  Part B:    Reports on Form 8-K                                                             N/A
</TABLE>












                                                                          page 2




<PAGE>   3
                       VALUE CITY DEPARTMENT STORES, INC.
                         PART 1. - FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

                           CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
                                   (UNAUDITED)

================================================================================

<TABLE>
<CAPTION>
                                                                                      MAY 1,           JANUARY 30,
                                                                                       1999              1999
                                                                                     ---------         ---------
<S>                                                                                  <C>               <C>
ASSETS

Current assets:
   Cash and equivalents                                                              $  15,737         $  20,895
   Accounts receivable, net                                                              7,489             6,996
   Receivables from affiliates                                                             445               587
   Inventories                                                                         325,287           286,029
   Prepaid expenses and other assets                                                     9,283             4,384
   Deferred income taxes                                                                16,141            14,441
                                                                                     ---------         ---------
      Total current assets                                                             374,382           333,332

Property and equipment, at cost:
   Furniture, fixtures and equipment                                                   171,994           168,270
   Leasehold improvements                                                              130,664           126,857
   Land and building                                                                       995               986
   Capital leases                                                                       15,276            15,276
                                                                                     ---------         ---------
                                                                                       318,929           311,389
   Accumulated depreciation and amortization                                          (149,921)         (143,208)
                                                                                     ---------         ---------
      Property and equipment, net                                                      169,008           168,181

Investment in joint venture                                                              8,280             8,391
Goodwill and tradenames, net                                                            44,721            45,519
Other assets                                                                            19,958            17,983
                                                                                     ---------         ---------
      Total assets                                                                   $ 616,349         $ 573,406
                                                                                     =========         =========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                                  $ 140,799         $ 110,312
   Accounts payable to affiliates                                                        6,823             3,687
   Accrued expenses:
      Compensation                                                                       6,528             6,617
      Taxes                                                                             19,485            12,925
      Other                                                                             26,028            24,037
   Current maturities of long-term obligations                                           9,264             9,259
                                                                                     ---------         ---------
      Total current liabilities                                                        208,927           166,837


Long-term obligations, net of current maturities                                       101,414           101,447
Deferred income taxes and other noncurrent  liabilities                                  2,207             3,204

Shareholders' equity:
   Common shares, without par value; 80,000,000 authorized;
        issued, including treasury shares, 32,667,417 shares and
        32,637,617 shares, respectively                                                113,299           113,073
   Contributed capital                                                                  12,111            12,083
   Retained earnings                                                                   181,632           180,070
   Deferred compensation expense, net                                                     (604)             (671)
   Treasury shares, at cost, 343,600 shares                                             (2,637)           (2,637)
                                                                                     ---------         ---------
      Total shareholders' equity                                                       303,801           301,918
                                                                                     ---------         ---------
      Total liabilities and shareholders' equity                                     $ 616,349         $ 573,406
                                                                                     =========         =========
</TABLE>



The accompanying notes are an integral part of the consolidated financial
statements.


                                                                          page 3


<PAGE>   4



                       VALUE CITY DEPARTMENT STORES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

================================================================================

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                           ---------------------------
                                                              MAY 1,          MAY 2,
                                                              1999             1998
                                                           ---------         ---------




<S>                                                        <C>               <C>
Total sales                                                $ 362,877         $ 301,349
Less licensed departments sales                              (18,396)          (56,560)
                                                           ---------         ---------
     Net owned sales                                         344,481           244,789
Cost of sales                                               (214,859)         (154,475)
                                                           ---------         ---------
   Gross profit                                              129,622            90,314

Selling, general and administrative expenses                (126,177)          (93,028)
License fees from affiliates,
   and other operating income                                  1,813             6,268
                                                           ---------         ---------
   Operating profit                                            5,258             3,554

Interest expense, net                                         (2,480)             (556)
Gain on disposal of assets, net                                   13                 5
                                                           ---------         ---------
   Income before equity in loss of
       joint venture and provision for income taxes            2,791             3,003
Equity in loss of joint venture                                 (111)             (136)
                                                           ---------         ---------
   Income before provision for income taxes                    2,680             2,867

Provision for income taxes                                    (1,118)           (1,178)
                                                           ---------         ---------
   Net income                                              $   1,562         $   1,689
                                                           =========         =========



Basic and diluted earnings per share                       $    0.05         $    0.05
                                                           =========         =========
</TABLE>




The accompanying notes are an integral part of the consolidated financial
statements.







                                                                          page 4


<PAGE>   5



                       VALUE CITY DEPARTMENT STORES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

================================================================================

<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED
                                                                      MAY 1,           MAY 2,
                                                                       1999             1998
                                                                     --------         --------


<S>                                                                  <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                                           $  1,562         $  1,689
Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
       Depreciation and amortization                                    7,884            6,404
       Deferred income taxes and other noncurrent liabilities          (2,697)          (3,131)
       Equity in loss of joint venture                                    111              136
       Gain on disposal of assets                                         (13)              (5)
       Change in working capital, assets and liabilities:
          Receivables                                                    (351)           1,247
          Inventories                                                 (39,258)         (54,931)
          Prepaid expenses and other assets                            (4,899)          (3,363)
          Accounts payable                                             33,623           30,390
          Accrued expenses                                              7,371               43
                                                                     --------         --------
Net cash provided by (used in) operating activities                     3,333          (21,521)
                                                                     --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Capital expenditures                                                (6,529)          (4,555)
   Proceeds from sale of assets                                            31                6
   Other assets                                                        (2,191)          (1,340)
                                                                     --------         --------
Net cash used in investing activities                                  (8,689)          (5,889)
                                                                     --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Net principal payments under long-term obligations                     (28)              (9)
   Net proceeds from issuance of common shares                            226            1,810
                                                                     --------         --------
Net cash provided by financing activities                                 198            1,801
                                                                     --------         --------

Net decrease in cash and equivalents                                   (5,158)         (25,609)
Cash and equivalents, beginning of period                              20,895           68,968
                                                                     --------         --------
Cash and equivalents, end of period                                  $ 15,737         $ 43,359
                                                                     ========         ========
</TABLE>




The accompanying notes are an integral part of the consolidated financial
statements.








                                                                          page 5





<PAGE>   6



                       VALUE CITY DEPARTMENT STORES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE THREE MONTHS ENDED MAY 1, 1999 AND MAY 2, 1998
                                   (UNAUDITED)

================================================================================

1.   BASIS OF PRESENTATION

     The accompanying consolidated financial statements include the accounts of
     Value City Department Stores, Inc. and its wholly owned subsidiaries. These
     entities are herein referred to collectively as the "Company." The Company
     operates a chain of full-line, off-price department stores, principally
     under the name "Value City," as well as off-price shoe stores, principally
     under the name "DSW Shoe Warehouse."

     The balance sheet for January 30, 1999 is condensed information taken from
     the audited financial statements. The interim financial statements are
     unaudited and are presented pursuant to the rules and regulations of the
     Securities and Exchange Commission. Accordingly, the consolidated financial
     statements should be read in conjunction with the audited consolidated
     financial statements included in the Company's Annual Report on Form
     10-K405 for the Transition Period from August 2, 1998 to January 30, 1999.
     In the opinion of management, the accompanying consolidated financial
     statements reflect all adjustments necessary (which are of a normal
     recurring nature) to present fairly the financial position and results of
     operations and cash flows for the interim periods presented, but are not
     necessarily indicative of the results of operations for a full fiscal year.


2.   SEGMENT REPORTING

     The Company is managed in two operating segments: Value City Department
     Stores and DSW Stores. All of the operations are located in the United
     States. The Company has identified such segments based on management
     responsibility and measures segment profit as operating profit which is
     defined as income before interest expense and income taxes. Corporate
     assets include goodwill and loan costs related to the Shonac acquisition.
     Prior to the acquisition of Shonac effective May 3, 1998, the Company was
     managed as one operating segment.


     THREE MONTH PERIOD ENDED MAY 1, 1999:

<TABLE>
<CAPTION>
                                                     VALUE CITY        DSW       CORPORATE         TOTAL
<S>                                                   <C>             <C>           <C>          <C>
                     Net owned sales                  $288,078        $56,403                    $344,481
                     Operating profit (loss)             3,262          1,996                       5,258
                     Identifiable assets               527,190         56,255       32,904        616,349
                     Capital expenditures                5,941            588                       6,529
                     Depreciation and amortization       6,611            450          823          7,884
</TABLE>




















                                                                          page 6



<PAGE>   7



                       VALUE CITY DEPARTMENT STORES, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS.


================================================================================

RESULTS OF OPERATIONS

       The following table sets forth, for the periods indicated, the percentage
relationships to net owned sales of the listed items included in the Company's
Consolidated Statements of Operations.

<TABLE>
<CAPTION>
                                          3 Months Ended
                                       ---------------------
                                       5/1/99         5/2/98
                                       ------         ------

<S>                                     <C>            <C>
Net sales                               100.0%         100.0%

Gross profit                             37.6           36.9

Selling, general and
    administrative expenses             (36.6)         (38.0)

License fees from affiliates
    and other operating income            0.5            2.6
                                        -----          -----

Operating profit                          1.5            1.5

Interest expense, net                    (0.7)          (0.2)

Equity in loss of joint venture            --           (0.1)
                                        -----          -----

Income before income taxes                0.8            1.2

Provision for income taxes               (0.3)          (0.5)
                                        -----          -----

Net income                                0.5%           0.7%
                                        =====          =====
</TABLE>















                                                                          page 7


<PAGE>   8
                       VALUE CITY DEPARTMENT STORES, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS.

================================================================================

THREE MONTH PERIOD ENDED MAY 1, 1999 COMPARED TO THREE MONTH PERIOD ENDED MAY 2,
1998

       Effective May 3, 1998, the Company purchased 99.9% of the common stock of
Shonac Corporation ("Shonac") from Nacht Management, Inc. and Schottenstein
Stores Corporation ("SSC"). SSC owns approximately 56.3% of the Company's
outstanding common shares. The Company also acquired the store operations of
Valley Fair Corporation ("Valley Fair") from SSC. Shonac had operated, as
licensee, the shoe departments in the Company's department stores since Shonac's
inception in 1969. Shonac also operated a chain of retail shoe outlets located
throughout the United States, principally under the name DSW Shoe Warehouse.
Valley Fair operated two department stores located in Irvington and Little
Ferry, New Jersey. The Company had been a licensee of certain departments in
these two stores for 18 years. The acquisitions have been accounted for using
the purchase method of accounting. Accordingly, the three months ended May 1,
1999 include the results of operations of Shonac and Valley Fair. As the Company
operated as one segment for the period ended May 2, 1998, the discussion that
follows compares operations before and after the acquisition.

       The Company's total sales, which include licensed departments sales,
increased $61.6 million from $301.3 million to $362.9 million. Net owned sales
for the department stores ("Value City") increased $0.9 million, or 0.4% from
$244.8 million to $245.7 million (excluding shoe sales of $42.4 million). Value
City's comparable store owned sales decreased 0.8%, or $2.0 million. Shonac
contributed net owned sales of $98.8 million with comparable store sales
increases of 7.7%. For the quarter, non-apparel owned sales increased 3.4% and
apparel sales increased 4.2%. On a comparable store basis, non-apparel sales
increased 1.9% and apparel sales increased 1.2%.

       Gross profit increased $39.3 million from $90.3 million to $129.6
million, and increased as a percentage of owned sales from 36.9% to 37.6%. The
acquisition of Shonac contributed $38.0 million. Value City's gross profit
increased $1.3 million, or 1.4%, from $90.3 million to $91.6 million, and
increased as a percentage of owned sales from 36.9% to 37.3%. The percentage
increase is due to reduced markdowns and improvement in initial markup.

       Selling, general and administrative expenses ("SG&A") increased $33.1
million from $93.0 million to $126.2 million, but decreased as a percentage of
owned sales from 38.0% to 36.6%, a reduction of 1.4%, due primarily to the
leveraging effect of the Shonac acquisition. Shonac incurred SG&A of $31.6
million before eliminating license fee revenue, or 31.9% of their owned sales.
Value City's SG&A increased $6.1 million and increased as a percentage of owned
sales from 38.0% to 40.3%. This is primarily attributable to increases in
distribution, advertising, personnel and new stores, net of closed stores.
Management is presently in the process of reviewing all overhead expenses to
identify opportunities for reductions.

       Based upon its experience, the Company estimates the average cost of
opening a new department store to range from approximately $4.4 million to $6.5
million and the cost of opening a new shoe store to range from approximately
$1.0 million to $2.0 million including leasehold improvements, fixtures,
inventory, pre-opening expenses and other costs. Preparations for opening a
department store generally take between eight and twelve weeks, and preparations
for a shoe store generally take eight to ten weeks. Effective August 1998,
pre-opening costs are expensed as incurred in accordance with Accounting
Standards Executive Committee Statement of Position 98-5. Previously, such costs
were amortized ratably over the first twelve months of the store's operations.
It has been the Company's experience that new stores generally achieve
profitability and contribute to net income after the first full year of
operations. Two department stores opened less than twelve months as of the
beginning of the current fiscal year had a pretax net operating loss of $0.6
million for this year. Two department stores opened less than twelve months
during fiscal 1998 had a pretax net operating loss of $0.6 million including
$0.2 million of pre-opening expense amortization. The Company plans to open six
to ten Value City stores and three to six shoe stores during fiscal 1999.

       License fees from affiliates and other operating income decreased $4.5
million, or 71.1%, from $6.3 million to $1.8 million, and decreased as a
percentage of owned sales from 2.6% to 0.5%. This decrease is due primarily to
the reduction of license fees from Shonac resulting from its acquisition and
consolidation with Value City.

       Operating profit increased $1.7 million from $3.6 million to $5.2
million. The percentage of owned sales remained the same at 1.5%.

       Interest expense, net of interest income, increased from $0.6 million to
$2.5 million and increased as a percentage of owned sales from 0.2% to 0.7%.
This increase is due primarily to the interest on debt incurred to acquire
Shonac and the operations of Valley Fair.

       Equity in the unconsolidated joint venture represents the Company's fifty
percent interest in VCM's operating results. Equity in the loss of VCM remained
the same at $0.1 million.

       Income before provision for income taxes decreased $0.2 million from $2.9
million to $2.7 million, and decreased as a percentage of owned sales from 1.2%
to 0.8% as a result of the above factors.
                                                                          page 8
<PAGE>   9
                       VALUE CITY DEPARTMENT STORES, INC.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS.

================================================================================

LIQUIDITY AND CAPITAL RESOURCES

     Net working capital was $165.5 at May 1, 1999 compared to $166.5 million at
January 30, 1999. Current ratios at those dates were 1.8 and 2.0 to 1.0,
respectively.

     Net cash provided from operating activities totaled $3.3 million for the
three months ended May 1, 1999 and net cash used in operating activities totaled
$21.5 million for the three months ended May 2, 1998.

     Net income, adjusted for depreciation and amortization, provided $9.4
million of operating cash flow for the three months ended May 1, 1999. This was
decreased by $5.6 million representing an increase in inventories net of an
increase in accounts payable. Other changes in working capital assets and
liabilities used $0.5 million.

     During the quarter ended May 2, 1998, net income adjusted for depreciation
and amortization, provided $8.1 million of operating cash flow. This was reduced
by $24.5 million representing an increase in inventories net of an increase in
accounts payable. Other changes in working capital assets and liabilities used
$5.1 million.

     Net cash used by investing activities totaled $8.7 million and $5.9 million
for the quarter ended May 1, 1999 and May 2, 1998, respectively.

     Net cash used for capital expenditures was $6.5 million and $4.6 million
for the quarter ended May 1, 1999 and May 2, 1998, respectively. During the 1999
period, capital expenditures included $1.7 million for new stores, $2.6 million
on existing stores, $2.1 million for MIS equipment upgrades and new systems and
$0.1 million for transportation equipment.

     The Company utilizes computer technologies throughout its business to
effectively carry out its day-to-day operations. Computer technologies include
both information technology in the form of hardware and software, as well as
embedded technology in the Company's facilities and equipment. Similar to most
companies, the Company must determine whether its systems are capable of
recognizing and processing date sensitive information properly as the year 2000
approaches. The Company is utilizing a multi-phased concurrent approach to
address this issue. The phases included in the Company's approach are the
awareness, assessment, remediation, validation and implementation phases. The
Company has completed the awareness phase of its project. Furthermore, the
Company has substantially completed the assessment phase and is well into the
remediation, validation and implementation phase. The Company is actively
correcting and replacing those systems which are not year 2000 ready in order to
ensure the Company's ability to continue to meet its internal needs and those of
its suppliers and customers. The Company currently intends to substantially
complete the remediation, validation and implementation phases of the year 2000
project prior to September 1999. This process includes the testing of critical
systems to ensure that year 2000 readiness has been accomplished. The Company
currently believes it will be able to modify, replace, or mitigate its affected
systems in time to avoid any material detrimental impact on its operations. If
the Company determines that it may be unable to remediate and properly test
affected systems on a timely basis, the Company intends to develop appropriate
contingency plans for any such mission-critical systems at the time such
determination is made. While the Company is not presently aware of any
significant exposure that its systems will not be properly remediated on a
timely basis, there can be no assurances that any or all of the Company's
systems are or will be year 2000 compliant. An interruption of the Company's
ability to conduct its business due to a year 2000 readiness problem could have
a material adverse effect on the Company's financial condition.

     The Company estimates that the aggregate costs of its year 2000 project
will be approximately $5.5 million to $6.5 million, including costs already
incurred. A significant portion of these costs are not likely to be incremental
costs, but rather will represent the redeployment of existing employees and
equipment. This reallocation of resources is not expected to have a significant
impact on the day-to-day operations of the Company. Total costs of approximately
$5.3 million have been incurred by the Company for this project through May 1,
1999. The anticipated impact and costs of the project, as well as the date on
which the Company expects to complete the project, are based on management's
best estimates using information currently available and numerous assumptions
about future events. Based on its current estimates and information currently
available, the Company does not anticipate that the costs associated with this
project will have a material adverse effect on the Company's consolidated
financial position, results of operations or cash flows in future periods.
However, there can be no guarantee that these estimates will be achieved and
actual results could differ materially from those plans.


                                                                          page 9


<PAGE>   10



                       VALUE CITY DEPARTMENT STORES, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS.

================================================================================

     The Company has initiated formal communications with its significant
suppliers, and critical business partners to determine the extent to which the
Company may be vulnerable in the event that those parties fail to properly
remediate their own year 2000 issues. The Company has taken steps to monitor the
progress made by those parties, and intends to test critical system interfaces,
as the year 2000 approaches. The Company will develop appropriate contingency
plans in the event that a significant exposure is identified relative to the
dependencies on third-party systems. While the Company is not presently aware of
any such significant exposure, there can be no guarantee that the systems of
third-parties on which the Company relies will be converted in a timely manner,
or that a failure to properly convert by another party would not have a material
adverse effect on the Company.

     The Company has available a $185.0 million long-term unsecured revolving
bank credit facility with a three year term that primarily bears interest at a
floating rate of LIBOR plus 1.50%. The interest rate on $40.0 million has been
locked in at a fixed rate of 7.395% for a three year period under a swap
agreement. The terms of the credit facility require the Company to comply with
certain restrictive covenants and financial ratio tests, including minimum
tangible net worth; a maximum consolidated debt to earnings before interest,
taxes, depreciation and amortization ratio, a minimum fixed charge coverage
ratio; and, limitations on dividends, incurrance of additional debt and capital
expenditures. At May 1, 1999 the LIBOR rate was 4.92875%, borrowings aggregated
$55.0 million and $18.2 million of letters of credit were issued and outstanding
for merchandise purchases under the credit facility. The Company believes that
the cash generated by its operations, along with the available proceeds from the
credit facility will be sufficient to meet its future obligations including
capital expenditures.


ADOPTION OF ACCOUNTING STANDARDS

     The Financial Accounting Standards Board ("FASB") periodically issues
Statements on Financial Accounting Standards ("SFAS"), some of which require
implementation by a date falling within or after the close of the Company's
fiscal year.

     SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," establishes accounting and reporting standards for derivative
instruments and for hedging activities. SFAS No. 133 is effective for all fiscal
quarters of fiscal years beginning after June 15, 1999. The adoption of SFAS No.
133 is not expected to have a significant impact on the Company's financial
statements.


INCOME TAXES

     The effective tax rate for the three months ended May 1, 1999 and May 2,
1998 was 41.7% and 41.1%, respectively. The increase in the rate is due to the
effect of non-deductible goodwill amortization associated with the Shonac
acquisition.


INFLATION

     The results of operations and financial condition are presented based upon
historical cost. While it is difficult to accurately measure the impact of
inflation because of the nature of the estimates required, management believes
that the effect of inflation, if any, on the results of operations and financial
condition has been minor.

                                                                         page 10



<PAGE>   11



                       VALUE CITY DEPARTMENT STORES, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS.

================================================================================

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     The Company cautions that any forward-looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995) contained in
this Report, or made by management of the Company involve risks and
uncertainties, and are subject to change based on various important factors. The
following factors, among others, in some cases have affected and in the future
could affect the Company's financial performance and actual results and could
cause actual results for 1999 and beyond to differ materially from those
expressed or implied in any such forward-looking statements: decline in demand
for the Company's merchandise, the availability of desirable store locations on
suitable terms, changes in consumer spending patterns, consumer preferences and
overall economic conditions, the impact of competition and pricing, changes in
weather patterns, the ability of the Company and its vendors and suppliers to
become year 2000 compliant, changes in existing or potential duties, tariffs or
quotas, paper and printing costs, and the ability to hire and train associates.

     Historically, the Company's operations have been seasonal, with a
disproportionate amount of sales and a majority of net income occurring in the
back-to-school and Christmas selling seasons. As a result of this seasonality,
any factors negatively affecting the Company during this period, including
adverse weather, the timing and level of markdowns or unfavorable economic
conditions, could have a material adverse effect on the Company's financial
condition and results of operations for the entire year.





































                                                                         page 11



<PAGE>   12



                                    SIGNATURE
                                    ---------



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.






                                  VALUE CITY DEPARTMENT STORES, INC.
                                              (Registrant)




                                   By /s/ Robert M. Wysinski
                                      -----------------------------------------
                                      Robert M. Wysinski, Senior Vice President,
                                      Chief Financial Officer, Treasurer
                                      And Secretary *


Date: June 11, 1999
- -------------------


- --------------------------------------------------------------------------------
*    Mr. Wysinski is the principal financial officer and has been duly
     authorized to sign on behalf of the registrant.






























                                                                         page 12







<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENTS OF INCOME AND BALANCE SHEETS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JAN-29-2000
<PERIOD-END>                               MAY-01-1999
<CASH>                                          15,737
<SECURITIES>                                         0
<RECEIVABLES>                                    7,934
<ALLOWANCES>                                         0
<INVENTORY>                                    325,287
<CURRENT-ASSETS>                               374,382
<PP&E>                                         318,929
<DEPRECIATION>                                 149,921
<TOTAL-ASSETS>                                 616,349
<CURRENT-LIABILITIES>                          208,927
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       113,299
<OTHER-SE>                                     190,502
<TOTAL-LIABILITY-AND-EQUITY>                   616,349
<SALES>                                        344,481
<TOTAL-REVENUES>                               344,481
<CGS>                                          214,859
<TOTAL-COSTS>                                  341,036
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,480
<INCOME-PRETAX>                                  2,680
<INCOME-TAX>                                     1,118
<INCOME-CONTINUING>                              1,562
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,562
<EPS-BASIC>                                        .05
<EPS-DILUTED>                                      .05


</TABLE>


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