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 August 3, 1996
------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number 0-19526
Goody's Family Clothing, Inc.
(Exact name of registrant as specified in its charter)
Tennessee 62-0793974
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
400 Goody's Lane, Knoxville, Tennessee 37922
(Address of principal executive offices) (Zip Code)
(423) 966-2000
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since
last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, no par value, 16,129,512 shares outstanding as of August 26,
1996.
Index to the exhibits is on page 12.
Page 1 of 15.
<PAGE>
Goody's Family Clothing, Inc.
Index to Form 10-Q
August 3, 1996
Part I - Financial Information:
Item 1 - Financial Statements
<TABLE>
<S> <C>
Statements of Operations .............................................. 3
Balance Sheets ........................................................ 4
Statements of Cash Flows .............................................. 5
Notes to Financial Statements ......................................... 6
Independent Accountants' Report ....................................... 7
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations ............................................... 8-11
Part II - Other Information ............................................ 12
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. (a) Exhibits
Item 6. (b) Reports on Form 8-K
Signatures............................................................... 13
</TABLE>
2
<PAGE>
PART 1 - FINANCIAL INFORMATION
- -----------------------------------------------------------------------------
Item 1 - Financial Statements
Goody's Family Clothing, Inc.
Statements of Operations - Unaudited
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
----------------------------- ------------------------------------
Thirteen Weeks Ended Twenty-six Weeks Ended
----------------------------- ------------------------------------
August 3, 1996 July 29, 1995 August 3, 1996 July 29, 1995
---------------- ---------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Sales $183,411 $155,130 $334,177 $300,062
Cost of sales and occupancy expenses 138,174 118,486 246,295 224,880
--------------- --------------- ----------------- ----------------
Gross Profit 45,237 36,644 87,882 75,182
Selling, general and administrative expenses 43,259 35,426 82,517 70,494
--------------- --------------- ----------------- ----------------
Earnings from Operations 1,978 1,218 5,365 4,688
Interest expense 193 137 280 186
Investment and other income 412 387 667 591
--------------- --------------- ----------------- ----------------
Earnings before income taxes 2,197 1,468 5,752 5,093
Provision for income taxes 835 551 2,186 1,910
--------------- --------------- ----------------- ----------------
Net earnings 1,362 917 3,566 3,183
=============== =============== ================= ================
Weighted average common shares outstanding 16,126 16,124 16,126 16,124
=============== =============== ================= ================
Earnings per common share $0.08 $0.06 $0.22 $0.20
=============== =============== ================= ================
</TABLE>
See accompanying Notes to Financial Statements and Independent Accountants'
Report.
3
<PAGE>
Goody's Family Clothing, Inc.
Balance Sheets
(Dollars in thousands)
<TABLE>
<CAPTION>
----------------- ------------------ ---------------
August 3, 1996 February 3, 1996 July 29, 1995
----------------- ------------------- ---------------
(unaudited) (unaudited)
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $19,631 $32,987 $13,439
Investments 1,410 1,386 1,343
Inventories 141,610 78,267 102,286
Accounts receivable and other current assets 13,606 6,617 11,686
----------------- ------------------- ---------------
Total current assets 176,257 119,257 128,754
Property and equipment, net 90,203 85,715 84,455
Other assets 3,455 3,471 3,501
----------------- ------------------- ---------------
Total assets $269,915 $208,443 $216,710
================= =================== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $116,220 $68,238 $77,626
Accrued expenses 32,175 21,345 17,680
Income taxes payable - 1,671 -
Current portion of long- term debt 217 217 198
----------------- ------------------- ---------------
Total current liabilities 148,612 91,471 95,504
Long-term debt 1,110 1,110 12,327
Other long-term liabilities 2,211 2,239 1,972
Deferred income taxes 8,515 7,748 8,325
----------------- ------------------- ---------------
Total liabilities 160,448 102,568 118,128
----------------- ------------------- ---------------
Commitments and Contingencies
Shareholders' Equity
Preferred stock $1.00 par value;
Authorized - 2,000,000 shares; issued and outstanding - none Class B
Common stock no par value;
Authorized - 50,000,000 shares; issued and outstanding - none
Common stock no par value;
Authorized - 50,000,000 shares;
Issued - 16,328,012, 16,325,212 and 16,324,012 shares
Outstanding - 16,128,012, 16,125,212 and 16,124,012 shares 26,066 26,040 26,028
Paid-in capital 3,135 3,135 3,135
Retained earnings 83,368 79,802 72,521
Treasury stock, at cost - 200,000 shares (3,102) (3,102) (3,102)
----------------- ------------------- ---------------
Total shareholders' equity 109,467 105,875 98,582
----------------- ------------------- ---------------
Total liabilities and shareholders' equity $269,915 $208,443 $216,710
================= =================== ===============
</TABLE>
See accompanying Notes to Financial Statements and Independent Accountants'
Report.
4
<PAGE>
Goody's Family Clothing, Inc.
Statements of Cash Flows - Unaudited
(In thousands)
<TABLE>
<CAPTION>
------------------------------------------
Twenty-Six Weeks Ended
------------------------------------------
August 3, 1996 July 29, 1995
-------------------- --------------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net earnings $3,566 $3,183
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization 4,690 4,088
Net loss on asset disposals and write-down 659 39
Changes in assets and liabilities:
Inventories (63,343) (37,878)
Accounts payable 52,292 31,910
Income taxes (1,467) (4,429)
Other assets & liabilities 2,189 (2,510)
-------------------- --------------------
Cash used in operating activities (1,414) (5,597)
-------------------- --------------------
Cash Flows from Investing Activities:
Acquisitions of property and equipment (9,963) (4,043)
Proceeds from sale of property and equipment 126 60
-------------------- --------------------
Cash used in investing activities (9,837) (3,983)
-------------------- --------------------
Cash Flows from Financing Activities:
Net payments on notes payable - (10,000)
Net advances on long-term debt - 11,000
Issuance of common stock 24 191
Redemption of preferred stock purchase rights - (161)
Changes in cash management accounts (2,129) (1,142)
-------------------- --------------------
Cash used in financing activities (2,105) (112)
-------------------- --------------------
Cash and cash equivalents :
Net decrease for the period (13,356) (9,692)
Balance, beginning of period 32,987 23,131
-------------------- --------------------
Balance, end of period $19,631 $13,439
==================== ===================
Supplemental Disclosures:
Interest payments $205 $162
Income tax payments $3,889 $6,588
</TABLE>
See accompanying Notes to Financial Statements and Independent Accountants'
Report.
5
<PAGE>
Goody's Family Clothing, Inc.
Notes to Financial Statements
(Unaudited)
(1) Unaudited Financial Information
In the opinion of the Company's management, the accompanying unaudited financial
statements include all adjustments, consisting only of normal and recurring
adjustments, necessary for a fair presentation of the results of operations for
the interim periods presented. Due to the seasonal nature of the Company's
business, the results of operations for the interim periods are not necessarily
indicative of the results that may be achieved for the entire year.
(2) Accounting for Stock-Based Compensation
In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation," which is effective for the Company beginning February 4, 1996.
SFAS No. 123 requires expanded disclosure of stock-based compensation
arrangements with employees and encourages (but does not require) compensation
costs to be measured based on the fair value of the equity instrument awarded.
Companies are permitted, however, to continue to apply APB Opinion No. 25, which
recognizes compensation costs based on the intrinsic value of the equity
instrument awarded. The Company will continue to apply APB Opinion No. 25 to its
stock-based compensation awards to employees and will disclose the required pro
forma effect on net earnings and earnings per common share in its annual
financial statements for the fiscal year ending February 1, 1997.
(3) Credit Arrangements
The Company has a credit agreement with a consortium of banks for an unsecured
revolving line of credit that provides for cash borrowings for general corporate
purposes as well as for the issuances of letters of credit of up to
$100,000,000. On May 20, 1996, the expiration date of this credit agreement was
extended to May 31, 1998. The Company is committed to pay (i) interest on the
cash borrowings at a fluctuating base rate or LIBOR plus an applicable margin,
as defined, (ii) letter of credit fees based on the number of days a letter of
credit is outstanding times the applicable rate, and (iii) a commitment fee
payable quarterly in advance. The terms of this credit facility require, among
other things, maintenance of minimum levels of shareholders' equity and
compliance with certain financial ratios and place restrictions on additional
indebtedness, asset disposals, investments and capital expenditures. In
addition, the Company is prohibited from paying dividends.
(4) Reclassifications
Certain reclassifications have been made to the financial statements of prior
periods to conform to the current period presentation.
6
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors and Shareholders
Goody's Family Clothing, Inc.
Knoxville, Tennessee:
We have reviewed the accompanying balance sheets of Goody's Family
Clothing, Inc. as of August 3, 1996 and July 29, 1995, and the related
statements of operations and cash flows for the thirteen and twenty-six week
periods then ended. These financial statements are the responsibility of the
Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole.
Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to such financial statements for them to be in conformity with generally
accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of Goody's Family Clothing, Inc. as of February 3,
1996, and the related statements of operations, shareholders' equity, and cash
flows for the year then ended (not presented herein); and in our report dated
March 15, 1996, we expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the accompanying
balance sheet as of February 3, 1996 is fairly stated, in all material respects,
in relation to the balance sheet from which it has been derived.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
August 19, 1996
7
<PAGE>
Item 2. - Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
The following table sets forth unaudited results of operations as a percent of
sales for the periods indicated:
<TABLE>
<CAPTION>
Thirteen Twenty-six
Weeks Ended Weeks Ended
August 3, July 29, August 3, July 29,
1996 1995 1996 1995
------------ ----------- ----------- -------
<S> <C> <C> <C> <C>
Sales 100.0% 100.0% 100.0% 100.0%
Cost of sales and occupancy expenses 75.3 76.4 73.7 74.9
---- ---- ---- ----
Gross profit 24.7 23.6 26.3 25.1
Selling, general and administrative expenses 23.6 22.8 24.7 23.5
---- ---- ---- ----
Earnings from operations 1.1 0.8 1.6 1.6
Interest expense 0.1 0.1 0.1 0.1
Investment and other income 0.2 0.2 0.2 0.2
--- --- --- ---
Earnings before income taxes 1.2 0.9 1.7 1.7
Provision for income taxes 0.5 0.3 0.6 0.6
--- --- --- ---
Net earnings 0.7% 0.6% 1.1% 1.1%
=== === === ===
</TABLE>
Second Quarter Fiscal 1996 Compared with Second Quarter Fiscal 1995
Overview - During the second quarter of fiscal 1996, the Company opened one new
store and relocated three stores, bringing the total number of stores in
operation at quarter end to 194, compared with 174 at the end of the second
quarter of fiscal 1995. In the corresponding period of the previous fiscal year,
one store was relocated. Net earnings for the second quarter of fiscal 1996 were
$1,362,000 compared with $917,000 for the second quarter of fiscal 1995.
Sales - Sales for the second quarter of fiscal 1996 were $183,411,000, an 18.2%
increase over the $155,130,000 for the second quarter of the previous fiscal
year. The increase in sales of $28,281,000 primarily resulted from (i) new and
transition store sales of $23,522,000 and (ii) comparable store sales of
$4,151,000. The sales contribution from comparable stores represents a 2.7%
increase from same store sales in the previous fiscal year.
Gross Profit - Gross profit for the second quarter of fiscal 1996 was
$45,237,000, or 24.7% of sales, an $8,593,000 increase over the $36,644,000, or
23.6% of sales, in gross profit for the second quarter of the previous fiscal
year. The 1.1% increase in gross profit, as a percent of sales, consists of (i)
a decrease in cost of sales by 1.0% as a result of well-positioned inventories
at the beginning of the quarter and early receipt and sales in July 1996 of fall
season merchandise and back to school fashions which allowed the Company to
realize higher gross margins and (ii) a decrease in cost of sales by 0.1% as a
result of a decrease in occupancy costs.
Selling, General and Administrative Expenses - Selling, general and
administrative expenses for the second quarter of fiscal 1996 were $43,259,000,
or 23.6% of sales, an increase of $7,833,000 from $35,426,000, or 22.8% of
sales, for the second quarter of the previous fiscal year. Selling, general and
administrative expenses increased by 0.8%, as a percent of sales, for the second
quarter of fiscal 1996 compared with the second quarter of the previous fiscal
year and is comprised of (i) a 0.1% increase in advertisement and promotion
expenses and (ii) a 0.7% increase in other selling, general and administrative
expenses, which includes a provision of $691,000, or 0.4% as a percent of sales,
in connection with the early termination of a lease of one of the Company's
stores which closed in August 1996.
Interest Expense - Interest expense for the second quarter of fiscal 1996
increased by $56,000 over the second quarter of the previous fiscal year. This
increase is primarily attributable to the fees paid in connection with the
credit agreement entered into by the Company with a consortium of banks on May
25, 1995.
8
<PAGE>
Investment and Other Income - Investment and other income for the second quarter
of fiscal 1996 was $412,000 compared with $387,000 for the second quarter of the
previous fiscal year. The increase in investment income is primarily due to an
increase in invested funds during the period.
Income Taxes - The provision for income taxes for the second quarter of fiscal
1996 was $835,000, for an effective tax rate of 38.0% of earnings before income
taxes, compared with $551,000, for an effective tax rate of 37.5% of earnings
before income taxes, for the second quarter of the previous fiscal year.
Twenty-Six Weeks Ended August 3, 1996, Compared with Twenty-Six Weeks Ended
July 29, 1995
Overview - During the twenty-six weeks ended August 3, 1996, the Company opened
ten new stores, relocated four stores and remodeled one store, bringing the
total number of stores in operation at August 3, 1996 to 194, compared with 174
at July 29, 1995. In the corresponding period of the previous fiscal year, the
Company opened two new stores, relocated two stores and opened a clearance store
with an existing lease from a previously relocated store. Net earnings for the
twenty-six weeks ended August 3, 1996 were $3,566,000 compared with $3,183,000
for the twenty-six weeks ended July 29, 1995.
Sales - Sales for the twenty-six weeks ended August 3, 1996 were $334,177,000,
an 11.4% increase over the $300,062,000 for the corresponding period of the
previous fiscal year. The increase in sales of $34,115,000 primarily resulted
from new and transition store sales of $37,032,000, which was offset by a
decrease in comparable store sales of 1.4%, or $4,140,000.
Gross Profit - Gross profit for the twenty-six weeks ended August 3, 1996 was
$87,882,000, or 26.3% of sales, a $12,700,000 increase over the $75,182,000, or
25.1% of sales, in gross profit generated for the corresponding period of the
previous fiscal year. The 1.2% increase in gross profit, as a percent of sales,
primarily consists of a decrease in cost of sales as a result of well-positioned
inventories at the beginning of fiscal 1996 and early receipt and sales in July
1996 of fall season merchandise and back to school fashions which allowed the
Company to realize higher gross margins
Selling, General and Administrative Expenses - Selling, general and
administrative expenses for the twenty-six weeks ended August 3, 1996 were
$82,517,000, or 24.7% of sales, an increase of $12,023,000 from $70,494,000, or
23.5% of sales, for the corresponding period of the previous fiscal year.
Selling, general and administrative expenses increased by 1.2% as a percent of
sales compared with the corresponding period of the previous fiscal year. This
increase is comprised of (i) a 0.3% increase in payroll expenses, (ii) a 0.4%
increase in advertisement and promotion expenses and (iii) a 0.5% increase in
other selling, general and administrative expenses, which includes a provision
of $691,000, or 0.2% as a percent of sales, in connection with the early
termination of a lease of one of the Company's stores which closed in August
1996, compared with the corresponding period of the previous fiscal year.
Interest Expense - Interest expense for the twenty-six weeks ended August 3,
1996 increased by $94,000 compared with the corresponding period of the previous
fiscal year. This increase is primarily attributable to the fees paid in
connection with the credit agreement entered into by the Company with a
consortium of banks on May 25, 1995.
Investment and Other Income - Investment and other income for the twenty-six
weeks ended August 3, 1996 was $667,000 compared with $591,000 for the
corresponding period of the previous fiscal year. The increase in investment
income is primarily due to an increase in invested funds during the period.
Income Taxes - The provision for income taxes for the twenty-six weeks ended
August 3, 1996 was $2,186,000, for an effective tax rate of 38.0% of earnings
before income taxes, compared with $1,910,000, for an effective tax rate of
37.5% of earnings before income taxes, for the corresponding period of the
previous fiscal year, and an effective tax rate of 36.7% of earnings before
income taxes for fiscal 1995.
9
<PAGE>
Liquidity and Capital Resources
Financial Position - The Company's primary sources of liquidity are cash flows
from operations, including credit terms from vendors, and borrowings under its
credit agreement with a consortium of banks. At August 3, 1996, the Company's
working capital was $27,645,000 compared with $33,250,000 at July 29, 1995. At
the end of the second quarter of fiscal 1996 compared with the end of the second
quarter of the previous year, (i) cash, cash equivalents and investment
securities increased by $6,259,000, (ii) net property and equipment increased by
$5,748,000 and (iii) inventories and accounts payable increased by $39,324,000
and $38,594,000, respectively. The increase in inventories primarily consists of
(i) approximately $4,400,000 of merchandise received for the three new stores in
the Charlotte, North Carolina metropolitan area that opened on August 8, 1996,
(ii) early receipt of fall season and back to school merchandise of
approximately $14,200,000 and (iii) approximately $12,800,000 of merchandise
received in the last week of July 1996, net of cost of goods sold, of that
comparably would have been received in the first week of August in the previous
fiscal year. Trade payables, as a percent of inventories, increased from 75.9%
at July 29, 1995 to 82.1% at August 3, 1996.
At August 3, 1996, the Company had an unsecured $100,000,000 revolving line of
credit from a consortium of banks, of which no amount was in use for cash
borrowings and $36,804,000 was in use for outstanding letters of credit.
Borrowings under the Company's bank line of credit, consisting of cash
borrowings and letters of credit, averaged $39,361,000 during the second quarter
of fiscal 1996, with the highest balance for the quarter of $44,055,000 in May
1996. On May 20, 1996, the Company amended its credit agreement to extend the
expiration date of the agreement to May 31, 1998. See Note 3 to Notes to
Financial Statements.
Cash Flows - Operating activities used cash of $1,414,000 in the twenty-six
weeks ended August 3, 1996 compared with cash used of $5,597,000 by operating
activities in the corresponding period of the previous fiscal year. Cash used in
operating activities during the twenty-six weeks ended August 3, 1996 for
inventory increases was $63,343,000 compared with $37,878,000 for the
corresponding period of the previous fiscal year. Accounts payable provided cash
of $52,292,000 during the twenty-six weeks ended August 3, 1996 compared with
$31,910,000 for the corresponding period of the previous fiscal year.
Depreciation and amortization amounted to $4,690,000 for the twenty-six weeks
ended August 3, 1996 compared with $4,088,000 for the corresponding period of
the previous fiscal year.
Cash flows from investing activities for the twenty-six weeks ended August 3,
1996 reflected a net use of cash amounting to $9,837,000 compared with
$3,983,000 for the corresponding period of the previous fiscal year. The cash
was primarily used to fund capital expenditures incurred relating to new stores
opened during the first two quarters of fiscal 1996 and 1995.
Cash used by financing activities for the twenty-six weeks ended August 3, 1996
was $2,105,000, compared with $112,000 for the corresponding period of the
previous fiscal year. The cash management program maintained by the Company used
cash of $2,129,000 in the twenty-six weeks ended August 3, 1996 compared with
$1,142,000 of cash used for the corresponding period of the previous fiscal
year. Net payments on notes payable under previous revolving lines of credit
amounted to $10,000,000 in the twenty-six weeks ended July 29, 1995 with no
amounts outstanding at the period end. The Company's net borrowings, under its
new two-year credit agreement as described above, during the twenty-six weeks
ended July 29, 1995 were $11,000,000 with the same amount outstanding at the
period end. The Company received $24,000 from the issuance of common stock on
the exercise of stock options during the twenty-six weeks ended August 3, 1996
compared with $191,000 received during the corresponding period of the previous
year.
Outlook - On August 8, 1996, the Company opened three new stores in the
Charlotte, North Carolina metropolitan area and plans to open an additional five
new stores, relocate an additional three stores and close one store during the
remainder of fiscal 1996, bringing the total number of stores in operation at
the end of fiscal 1996 to 201. Management estimates that capital expenditures of
approximately $10,000,000 will be required to open new stores, upgrade existing
stores, purchase computer systems and equipment and for other capital
expenditure requirements for the remainder of fiscal 1996.
10
<PAGE>
The Company's primary needs for capital resources are for the purchase of store
inventories, capital expenditures and for normal operating expenses. Management
believes that cash flows from operations, including credit terms from vendors
and the borrowings available under the credit facility, will be sufficient to
meet the Company's operating and capital expenditure requirements.
This Quarterly Report may include forward-looking statements that may or may not
materialize. Additional information on factors that could potentially affect the
Company's financial results may be found in the Company's other filings with the
Securities and Exchange Commission.
Seasonality and Inflation
The Company's business is seasonal by nature. The Christmas season (beginning on
the Sunday before Thanksgiving and ending on the second Saturday after
Christmas), the back-to-school period (beginning approximately the second week
of August and continuing through the second week of September) and the Easter
season (beginning approximately two weeks before Easter Sunday and ending on the
Saturday preceding Easter) collectively accounted for approximately 37% of the
Company's annual sales, based on the Company's last three fiscal years. In
general, sales volume varies directly with customer traffic, which is heaviest
during the third and fourth quarters of a fiscal year.
The Company does not believe inflation has had a material effect on its results
of operations during the past three fiscal years. However, there can be no
assurance that the Company's business will not be affected by inflation in the
future.
11
<PAGE>
PART II - OTHER INFORMATION
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
The Company held its Annual Meeting of Shareholders (the "Meeting") on June 19,
1996 at which the following matters were submitted to a vote of shareholders.
(a) Election of Directors
At the Meeting, the following persons were elected as directors of the Company
for three year terms expiring at the 1999 Annual Meeting of Shareholders:
Irwin L. Lowenstein - 15,783,990 shares of common stock were voted in favor of
his election; 67,652 shares of common stock were withheld; and 273,570 shares of
common stock were not voted.
Cheryl L. Turnbull - 15,780,765 shares of common stock were voted in favor of
her election; 70,877 shares of common stock were withheld; and 273,570 shares of
common stock were not voted.
(b) Approval of an amendment to the Discounted Stock Option Plan for
Directors ("Plan")
The Shareholders voted on, and approved, an amendment to the Discounted Stock
Option Plan for Directors with 15,486,243 shares of common stock voted in favor;
326,395 shares of common stock voted against; 39,004 shares of common stock
withheld; and, 273,570 shares of common stock not voted. The Amendment increases
the number of shares of common stock reserved for issuance to directors under
the Plan from 50,000 shares to 150,000 shares.
Item 5. - Other Information - None
Page number of
sequentially numbered
Item 6. - Exhibits and Reports on Form 8-K originals
a) Exhibits -
15 - Accountants' Awareness Letter 14
27 - Financial Data Schedule 15
b) Reports on Form 8-K - None
12
<PAGE>
GOODY'S FAMILY CLOTHING, INC.
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.
GOODY'S FAMILY CLOTHING, INC.
(Registrant)
Date: August 26, 1996 /s/ Harry M. Call
--------------------- -----------------
Harry M. Call
Director, President and
Chief Operating Officer
Date: August 26, 1996 /s/ Edward R. Carlin
--------------------- --------------------
Edward R. Carlin
Executive Vice President,
Chief Financial Officer and Secretary
(Principal Financial Officer)
Date: August 26, 1996 /s/ David G. Peek
--------------------- -----------------
David G. Peek
Corporate Controller and Chief
Accounting Officer
(Principal Accounting Officer)
13
Goody's Family Clothing, Inc.
Knoxville, Tennessee
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Goody's Family Clothing, Inc. for the periods ended August 3,
1996 and July 29, 1995, as indicated in our report dated August 19, 1996;
because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which was included in your
Quarterly Report on Form 10-Q for the quarter ended August 3, 1996, is
incorporated by reference in Registration Statements Nos. 33-51210, 33-68520,
333-00052 and 333-09595 on Form S-8.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
August 19, 1996
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AS OF AUGUST 3, 1996 AND THE RELATED STATEMENT OF
OPERATIONS FOR THE TWENTY-SIX WEEKS ENDED AUGUST 3, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
PAGE 15
</LEGEND>
<CIK> 0000879123
<NAME> Goody's Family Clothing, Inc.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Feb-01-1997
<PERIOD-END> Aug-03-1996
<CASH> 19,631
<SECURITIES> 1,410
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 141,610
<CURRENT-ASSETS> 176,257
<PP&E> 129,916
<DEPRECIATION> 39,713
<TOTAL-ASSETS> 269,915
<CURRENT-LIABILITIES> 148,612
<BONDS> 1,110
0
0
<COMMON> 26,066
<OTHER-SE> 83,401
<TOTAL-LIABILITY-AND-EQUITY> 269,915
<SALES> 334,177
<TOTAL-REVENUES> 334,177
<CGS> 246,295
<TOTAL-COSTS> 82,517
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 280
<INCOME-PRETAX> 5,752
<INCOME-TAX> 2,186
<INCOME-CONTINUING> 3,566
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,566
<EPS-PRIMARY> 0.22
<EPS-DILUTED> 0
</TABLE>
