GOODYS FAMILY CLOTHING INC /TN
8-K, 2000-03-08
FAMILY CLOTHING STORES
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                                              FORM 8-K

                                            CURRENT REPORT

                               PURSUANT TO SECTION 13 OR 15 (d) OF THE
                                  SECURITIES EXCHANGE ACT OF 1934

              Date of Report (Date of earliest event reported) - March 2, 2000

                                     Goody's Family Clothing, Inc.
                                     -----------------------------
                     (Exact name of registrant as specified in its charter)

     Tennessee                          0-19526                    62-0793974
- -------------------------------------------------------------------------------
(State or other jurisdiction of    Commission file number      I.R.S. Employer
 incorporation or organization)                               Identification
                                                                    Number)

                          400 Goody's Lane, Knoxville, Tennessee 37922
                          --------------------------------------------
                      (Address of principal executive offices) (Zip Code)

                                            (865) 966-2000
                                            --------------
                     (Registrant's telephone number, including area code)


                                       NOT APPLICABLE
         (Former name or former  address,  if changed since last report.)




<PAGE>



Item 5. Other Events.

         On March 2, 2000, Goody's Family Clothing,  Inc. (the "Company") issued
a press release (the "Press Release") announcing its February 2000 sales results
and the adoption of certain changes in accounting  methodology  related to sales
returns,  leased  departments,  and layaways in response to the Staff Accounting
Bulletin No. 101: "Revenue Recognition in Financial Statements" ("SAB 101").

     The Press Release is attached  hereto as Exhibit 99 and is  incorporated in
its entirety herein by reference. See "Index to Exhibits."

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

                                                 INDEX TO EXHIBITS


- ------------------ ------------------------------------------------------------
Exhibit              Description
Number
- ------------------ ------------------------------------------------------------

99.  Press Release issued by the Goody's Family Clothing, Inc. on March 2, 2000.
99.1  Impact of Accounting Changes on Previously Reported EPS
99.2  Restated Statements of Operations Information
99.3  Restated Fiscal Monthly Sales for Fiscal 1999











<PAGE>



                                   SIGNATURES
                                   ----------

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                                 GOODY'S FAMILY CLOTHING, INC.
                                                           (Registrant)

Date:    March 8, 2000                                /s/ Edward R. Carlin
         -------------                                --------------------
                                                        Edward R. Carlin
                                                  Executive Vice-President and
                                                     Chief Financial Officer




<PAGE>

                              INDEX TO EXHIBITS

- ------------------ ------------------------------------------------------------
Exhibit              Description
Number
- ------------------ ------------------------------------------------------------

99.  Press Release issued by the Goody's Family Clothing, Inc. on March 2, 2000.
99.1  Impact of Accounting Changes on Previously Reported EPS
99.2  Restated Statements of Operations Information
99.3  Restated Fiscal Monthly Sales for Fiscal 1999





<PAGE>


                                                              Exhibit No. 99.

Contact:  Edward R. Carlin
            Chief Financial Officer
            (865) 966-2000


              GOODY'S FAMILY CLOTHING ANNOUNCES FEBRUARY SALES AND
                   CERTAIN CHANGES IN ACCOUNTING METHODOLOGY
                   -----------------------------------------

         KNOXVILLE,  Tenn.  (March 2,  2000) -  Goody's  Family  Clothing,  Inc.
(Nasdaq/NM:  GDYS) today  reported  total sales for the fiscal month of February
2000 of $70.5  million,  an increase of 16.9% over  February 1999 total sales of
$60.3  million.  Comparable  store sales for February 2000  increased  4.0% over
sales of February 1999.

         February  1999  total  sales  figures  give  retroactive  effect to the
Company's  adoption of certain  accounting  changes related to sales returns and
leased  departments.  Although the impact of these  changes is immaterial to all
periods  presented,  the  Company  chose to make the  changes in response to the
recently issued Securities and Exchange  Commission's Staff Accounting  Bulletin
(SAB) No. 101, "Revenue Recognition in Financial Statements." These changes will
have no  impact  on the  Company's  annual  net  earnings  for  fiscal  1998 (as
previously  reported) and fiscal 1999. However,  the Company's previously issued
statements  of  operations  for the four  quarters  of fiscal 1998 and the first
three quarters of fiscal 1999 will be restated to account for these changes. The
above  changes in accounting  methodology  will not affect the  calculations  of
comparable store sales results throughout fiscal 2000.

         Historically,  the Company had recognized  sales returns upon return of
the related merchandise by the customer. Under its new methodology,  the Company
will provide for an estimate of sales  returns in the month of the initial sale.
This change will have no effect on previously reported annual net earnings,  but
will either  increase or decrease  certain  previously  reported  quarterly  net
earnings by approximately $0.01 per diluted share.

         With  respect  to leased  departments,  the  Company  historically  had
included  the sales and cost of sales of its leased  departments  with the sales
and cost of sales of its wholly  owned  departments.  Instead,  the Company will
include  the net  rental  income  (sales  less  cost  of  sales)  of its  leased
departments  in its  reported  sales.  The Company does not  currently  have any
leased departments. This change will not affect previously reported gross profit
or net earnings.

         Also, with respect to layaways,  the Company  historically had recorded
the sales and related  gross  profit from  layaways  upon receipt of the initial
layaway deposit from its customers. Beginning January 30, 2000 (the first day of
the first quarter of fiscal 2000),  the Company will  recognize the sale and the
related  gross profit from  layaways  upon  delivery of the  merchandise  to the
customer. The cumulative effect of this change (net of income taxes) is expected
to reduce diluted earnings per share by approximately $0.01 in the first quarter
of fiscal  2000.  For fiscal 2000 and future  years,  this change is expected to
slightly reduce the Company's  operating results in the first quarter,  slightly
increase  the  Company's  operating  results  in the fourth  quarter  and have a
negligible  impact on the  Company's  operating  results in the second and third
quarters. This change in accounting methodology for layaways will not affect the
calculations of comparable store sales results throughout fiscal 2000.

         As noted,  total  sales for  February  1999 have been  restated to give
retroactive effect to the Company's new accounting methodology for sales returns
and leased departments.  Any other fiscal 1999 total sales amounts, which may be
released during fiscal 2000 and thereafter for comparative  purposes,  will also
be restated.

                                     -MORE-


<PAGE>






Goody's Reports February Sales
Page 2
March 2, 2000



         The  Company  intends  to file a Form  8-K as soon  as  practicable  to
disclose  the  retroactive  effects  of  these  changes  on  its  statements  of
operations  for the four quarters of fiscal 1998 and the first three quarters of
fiscal 1999.

     The  Company  plans to release  full year and fourth  quarter  fiscal  1999
financial  results on Wednesday,  March 15, 2000, and conduct a conference  call
that  day at  9:00 a. m.  EST.  To hear  the  Company's  conference  call,  dial
1-212-896-6034.

         During  February 2000, the Company closed one store. In March 2000, the
Company  plans to open  three new  stores,  one each in  Joplin,  Missouri;  and
Concord and Rocky Mount, North Carolina; and plans to close one store.

         This press release  contains certain  forward-looking  statements which
are based upon current  expectations,  plans and estimates and involve  material
risks and uncertainties including,  but not limited to, weather conditions;  the
timing, magnitude and costs of opening new stores and the ability of the Company
to enter into leases for new store locations;  the impact of competitors'  store
expansion;  the  Company's  financing  plans;  trends  affecting  the  Company's
financial  condition  or results of  operations;  any  unexpected  impact on the
Company's  financial  statements  and  operating  results as a result of the new
accounting  methodologies  discussed above; and the general economic  conditions
within the Company's markets.  The Company does not undertake to publicly update
or revise its  forward-looking  statements  even if experience or future changes
make it clear that any projected  results  expressed or implied therein will not
be realized.  Additional  information  on risk  factors  that could  potentially
affect the  Company's  financial  results may be found in the  Company's  public
filings with the Securities and Exchange Commission. Certain of such filings may
be  accessed  through  the  Securities  and  Exchange   Commission's  web  site,
http://www.sec.gov.

         With  headquarters  in Knoxville,  Tennessee,  Goody's is a retailer of
moderately priced apparel for women,  men, and children  operating 286 stores in
the 17  states  of  Alabama,  Arkansas,  Florida,  Georgia,  Illinois,  Indiana,
Kentucky, Mississippi, Missouri, North Carolina, Ohio, Oklahoma, South Carolina,
Tennessee, Texas, Virginia and West Virginia.


                                                       -END-



<PAGE>

                                                               Exhibit 99.1

                                     Goody's Family Clothing, Inc.
                  Impact of Accounting Changes on Previously Reported EPS

Sales Returns - The Company's  recently  announced  retroactive change to accrue
for estimated  sales returns  impacts  diluted  earnings per share (EPS) for the
first  three  quarters  of fiscal  1999 and all four  quarters of fiscal 1998 as
follows:

o    A $0.01 shift in quarterly  diluted  earnings per share  primarily from the
     first to the fourth fiscal quarter.
o    No change in annual diluted earnings per share for fiscal 1998 (or any of
     the last four fiscal years ended January 30, 1999).

o    No change  expected in annual  diluted  earnings per share for the fiscal
     year ended January 29, 2000.

The following table details this  restatement of reported  diluted  earnings per
share for fiscal 1999 and 1998:
<TABLE>
<CAPTION>


- ----------------- -------------- --------------- -------------- --------------- -------------- --------------
                                 Fiscal Year         Q1              Q2             Q3             Q4
- ----------------- -------------- --------------- -------------- --------------- -------------- --------------
<S>               <C>           <C>                 <C>          <C>            <C>                <C>
Fiscal 1999       As Reported          *             $0.23          $0.29           $0.05            *
- ----------------- -------------- --------------- -------------- --------------- -------------- --------------

                  As Restated         N/A            $0.22          $0.29           $0.05           N/A
- ----------------- -------------- --------------- -------------- --------------- -------------- --------------

                  Change                            ($0.01)           -               -
- ----------------- -------------- --------------- -------------- --------------- -------------- --------------

Fiscal 1998       As Reported        $0.81           $0.22          $0.25           $0.10          $0.24
- ----------------- -------------- --------------- -------------- --------------- -------------- --------------

                  As Restated        $0.81           $0.21          $0.25           $0.09          $0.25
- ----------------- -------------- --------------- -------------- --------------- -------------- --------------

                  Change               -            ($0.01)           -            ($0.01)         $0.01
- ----------------- -------------- --------------- -------------- --------------- -------------- --------------
</TABLE>

"*" Not yet reported.
"N/A" Not Applicable.


Other Changes - The recently  announced  retroactive change in reporting results
of leased  departments has no effect on gross profit,  net earnings,  or diluted
earnings per share.

The  recently  announced  change in  accounting  for  layaways  will be  adopted
prospectively in the first quarter of fiscal 2000. Accordingly,  no prior period
results are affected by this anticipated change.




<PAGE>

                                                               EXHIBIT 99.2

                                           Goody's Family Clothing, Inc.
                                   Restated Statements of Operations Information
                                               Basis of Presentation

The  accompanying  unaudited  restated  statements of operations  information of
Goody's Family Clothing,  Inc. includes  unaudited  statements of operations for
the  following  periods:  o The first  three  fiscal  quarters of the year ended
January 29, 2000; and o Each of the four fiscal quarters and the full year ended
January 30, 1999.

The unaudited restated statements of operations  information gives effect to the
Company's restatement of its previously issued unaudited quarterly statements of
operations  as a result of changes in  accounting  for sales  returns and leased
departments, as announced by the Company on March 2, 2000.

Management believes the assumptions used for the restatement adjustments provide
a reasonable  basis on which to present the  unaudited  restated  statements  of
operations  information.  The  accompanying  unaudited  restated  statements  of
operations  information is historical information and should not be construed to
be  indicative of the  Company's  results of  operations  for any future date or
period.

The Company does not intend to file amended Form 10-Q's for these  restatements.
Rather,  (i) quarterly  information  for each of the quarters of fiscal 1998 and
1999  contained in the  Company's  annual report on Form 10-K for the year ended
January 29, 2000 and (ii) quarterly  financial  statements for fiscal 1999 to be
contained  in each of the  Company's  Form  10-Q's  during  fiscal  2000 will be
restated for these matters.  Accordingly,  the independent  accountants'  review
reports  included in all of the  Company's  Form 10-Q's filed during fiscal 1999
should  not be relied  upon.  The  Company  expects  to  include  the  Company's
independent  accountants' review reports covering the applicable fiscal 2000 and
prior year comparable period financial  statements when it files its Form 10-Q's
for fiscal 2000.

The unaudited restated statements of operations  information should generally be
read in conjunction with the Company's historical financial statements and notes
thereto  contained  in the  Company's  quarterly  reports  on Form 10-Q (for all
fiscal 1998 and 1999  quarterly  periods) and annual report of Form 10-K for the
year ended January 30, 1999.

Columnar Description - Restatement Adjustments

This column represents  adjustments made to the Company's  historical  quarterly
and full year  statements of operations  as a result of  retroactive  changes in
accounting methodology for sales returns and leased departments, as announced by
the Company on March 2, 2000, as follows:

o    Historically,  the Company had recognized  sales returns upon return of the
     related  merchandise  by the  customer as such amounts were not material to
     the Company's  operations or financial  position.  The Company now provides
     for an estimate of sales returns in the month of the initial sale.

o    The  Company's  previously  reported  sales and cost of sales  included its
     sales and cost of sales of leased departments.  The Company now includes in
     its historical  financial statements the net rental income (sales less cost
     of  sales)  of  leased  departments  in its  reported  sales.  The  Company
     discontinued operating leased departments in fiscal 1999.



<PAGE>



Goody's Family Clothing, Inc.
Restated Statement of Operations Information
Thirteen Weeks Ended October 30, 1999
(In thousands, except per share amounts)

<TABLE>
<CAPTION>


                                                 As Previously       % of        Restatement         As           % of
                                                   Reported          Sales       Adjustments      Restated        Sales
                                               ------------------------------------------------------------------------------
<S>                                              <C>                <C>          <C>              <C>            <C>
Sales                                                $   268,078        100.0%       $    (286)    $ 267,792          100.0%
Cost of sales and occupancy expenses                                     72.3%                                         72.3%
                                                         193,765                          (131)      193,634
                                               ------------------------------------------------------------------------------
Gross profit                                                             27.7%                                         27.7%
                                                          74,313                          (155)       74,158
Selling, general and administrative
  expenses                                                               26.9%                                         27.0%
                                                          72,283                                      72,283
                                               ------------------------------------------------------------------------------
Earnings from operations                                                  0.8%                                          0.7%
                                                           2,030                          (155)        1,875
Interest expense                                                          0.0%                                          0.0%
                                                              51                                          51
Investment income                                                         0.2%                                          0.2%
                                                             686                                         686
                                               ------------------------------------------------------------------------------
Earnings before income taxes                                              1.0%                                          0.9%
                                                           2,665                          (155)        2,510
Provision for income taxes                                                0.4%                                          0.3%
                                                             999                           (58)          941
                                               ------------------------------------------------------------------------------

Net earnings                                          $    1,666          0.6%       $     (97)     $  1,569            0.6%
                                               ==============================================================================
Earnings per common share
          Basic                                       $     0.05                                    $   0.05
                                               ==================                               =============
          Diluted                                     $     0.05                                    $   0.05
                                               ==================                               =============
Weighted average common
  shares outstanding
          Basic                                           33,168                                      33,168
                                               ==================                               =============
          Diluted                                         33,611                                      33,611
                                               ==================                               =============
</TABLE>


<PAGE>



Goody's Family Clothing, Inc.
Restated Statement of Operations Information
Thirteen Weeks Ended July 31, 1999
(In thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                 As Previously       % of        Restatement         As           % of
                                                   Reported          Sales       Adjustments      Restated        Sales
                                               ------------------------------------------------------------------------------
<S>                                              <C>                <C>          <C>              <C>            <C>
Sales                                                $   277,260        100.0%      $   (5,798)    $ 271,462          100.0%
Cost of sales and occupancy expenses                                     70.6%                       189,725           69.9%
                                                         195,790                        (6,065)
                                               ------------------------------------------------------------------------------
Gross profit                                                             29.4%                        81,737           30.1%
                                                          81,470                            267
Selling, general and administrative
  expenses                                                               24.0%                        66,545           24.5%
                                                          66,545
                                               ------------------------------------------------------------------------------
Earnings from operations                                                  5.4%                        15,192            5.6%
                                                          14,925                            267
Interest expense                                                          0.0%                            53            0.0%
                                                              53
Investment income                                                         0.2%                           699            0.2%
                                                             699
                                               ------------------------------------------------------------------------------
Earnings before income taxes                                              5.6%                        15,838            5.8%
                                                          15,571                            267
Provision for income taxes                                                2.1%                         5,965            2.2%
                                                           5,864                            101
                                               ------------------------------------------------------------------------------

Net earnings                                          $    9,707          3.5%        $     166     $  9,873            3.6%
                                               ==============================================================================
Earnings per common share
          Basic                                       $     0.29                                    $   0.30
                                               ==================                               =============
          Diluted                                     $     0.29                                    $   0.29
                                               ==================                               =============
Weighted average common
  shares outstanding
          Basic                                           33,318                                      33,318
                                               ==================                               =============
          Diluted                                         33,900                                      33,900
                                               ==================                               =============
</TABLE>


<PAGE>



Goody's Family Clothing, Inc.
Restated Statement of Operations Information
Thirteen Weeks Ended May 1, 1999
(In thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                 As Previously       % of        Restatement         As           % of
                                                   Reported          Sales       Adjustments      Restated        Sales
                                               ------------------------------------------------------------------------------
<S>                                             <C>                <C>           <C>            <C>              <C>

Sales                                                $   259,931        100.0%      $   (9,182)    $ 250,749          100.0%
Cost of sales and occupancy expenses                                     71.5%                       177,278           70.7%
                                                         185,730                        (8,452)
                                               ------------------------------------------------------------------------------
Gross profit                                                             28.5%                        73,471           29.3%
                                                          74,201                          (730)
Selling, general and administrative
  expenses                                                               23.9%                        62,154           24.8%
                                                          62,154
                                               ------------------------------------------------------------------------------
Earnings from operations                                                  4.6%                        11,317            4.5%
                                                          12,047                          (730)
Interest expense                                                          0.0%                            53            0.0%
                                                              53
Investment income                                                         0.2%                           578            0.2%
                                                             578
                                               ------------------------------------------------------------------------------
Earnings before income taxes                                              4.8%                        11,842            4.7%
                                                          12,572                          (730)
Provision for income taxes                                                1.8%                         4,417            1.7%
                                                           4,689                          (272)
                                               ------------------------------------------------------------------------------

Net earnings                                          $    7,883          3.0%       $    (458)     $  7,425            3.0%
                                               ==============================================================================
Earnings per common share
          Basic                                       $     0.24                                    $   0.22
                                               ==================                               =============
          Diluted                                     $     0.23                                    $   0.22
                                               ==================                               =============
Weighted average common
  shares outstanding
          Basic                                           33,333                                      33,333
                                               ==================                               =============
          Diluted                                         33,918                                      33,918
                                               ==================                               =============

</TABLE>

<PAGE>



Goody's Family Clothing, Inc.
Restated Statement of Operations Information
Thirteen Weeks Ended January 30, 1999
(In thousands, except per share amounts)
<TABLE>
<CAPTION>


                                                 As Previously       % of        Restatement         As           % of
                                                   Reported          Sales       Adjustments      Restated        Sales
                                               ------------------------------------------------------------------------------
<S>                                             <C>                 <C>          <C>             <C>             <C>
Sales                                                $   363,546        100.0%      $   (9,247)    $ 354,299          100.0%
Cost of sales and occupancy expenses                                     77.0%                       270,013           76.2%
                                                         279,861                        (9,848)
                                               ------------------------------------------------------------------------------
Gross profit                                                             23.0%                        84,286           23.8%
                                                          83,685                            601
Selling, general and administrative
  expenses                                                               19.7%                        71,683           20.2%
                                                          71,683
                                               ------------------------------------------------------------------------------
Earnings from operations                                                  3.3%                        12,603            3.6%
                                                          12,002                            601
Interest expense                                                          0.0%                           255            0.1%
                                                             255
Investment income                                                         0.2%                           826            0.2%
                                                             826
                                               ------------------------------------------------------------------------------
Earnings before income taxes                                              3.5%                        13,174            3.7%
                                                          12,573                            601
Provision for income taxes                                                1.3%                         4,805            1.3%
                                                           4,579                            226
                                               ------------------------------------------------------------------------------

Net earnings                                          $    7,994          2.2%        $     375     $  8,369            2.4%
                                               ==============================================================================
Earnings per common share
          Basic                                       $     0.24                                    $   0.25
                                               ==================                               =============
          Diluted                                     $     0.24                                    $   0.25
                                               ==================                               =============
Weighted average common
  shares outstanding
          Basic                                           33,331                                      33,331
                                               ==================                               =============
          Diluted                                         33,895                                      33,895
                                               ==================                               =============

</TABLE>

<PAGE>



Goody's Family Clothing, Inc.
Restated Statement of Operations Information
Thirteen Weeks Ended October 31, 1998
(In thousands, except per share amounts)
<TABLE>
<CAPTION>


                                                 As Previously       % of        Restatement         As           % of
                                                   Reported          Sales       Adjustments      Restated        Sales
                                               ------------------------------------------------------------------------------
<S>                                              <C>                <C>         <C>              <C>             <C>
Sales                                                $   251,335        100.0%      $   (8,604)    $ 242,731          100.0%
Cost of sales and occupancy expenses                                     74.3%                       178,378           73.5%
                                                         186,789                        (8,411)
                                               ------------------------------------------------------------------------------
Gross profit                                                             25.7%                        64,353           26.5%
                                                          64,546                          (193)
Selling, general and administrative
  expenses                                                               23.7%                        59,614           24.6%
                                                          59,614
                                               ------------------------------------------------------------------------------
Earnings from operations                                                  2.0%                         4,739            1.9%
                                                           4,932                          (193)
Interest expense                                                          0.1%                            99            0.0%
                                                              99
Investment income                                                         0.2%                           407            0.2%
                                                             407
                                               ------------------------------------------------------------------------------
Earnings before income taxes                                              2.1%                         5,047            2.1%
                                                           5,240                          (193)
Provision for income taxes                                                0.8%                         1,900            0.8%
                                                           1,973                           (73)
                                               ------------------------------------------------------------------------------

Net earnings                                          $    3,267          1.3%       $    (120)     $  3,147            1.3%
                                               ==============================================================================
Earnings per common share
          Basic                                       $     0.10                                    $   0.09
                                               ==================                               =============
          Diluted                                     $     0.10                                    $   0.09
                                               ==================                               =============
Weighted average common
  shares outstanding
          Basic                                           33,328                                      33,328
                                               ==================                               =============
          Diluted                                         34,322                                      34,322
                                               ==================                               =============

</TABLE>

<PAGE>



Goody's Family Clothing, Inc.
Restated Statement of Operations Information
Thirteen Weeks Ended August 1, 1998
(In thousands, except per share amounts)
<TABLE>
<CAPTION>


                                                 As Previously       % of        Restatement         As           % of
                                                   Reported          Sales       Adjustments      Restated        Sales
                                               ------------------------------------------------------------------------------
<S>                                              <C>                <C>          <C>              <C>            <C>
Sales                                                $   249,489        100.0%      $   (8,092)    $ 241,397          100.0%
Cost of sales and occupancy expenses                                     71.5%                       170,090           70.5%
                                                         178,345                        (8,255)
                                               ------------------------------------------------------------------------------
Gross profit                                                             28.5%                        71,307           29.5%
                                                          71,144                            163
Selling, general and administrative
  expenses                                                               23.1%                        57,632           23.9%
                                                          57,632
                                               ------------------------------------------------------------------------------
Earnings from operations                                                  5.4%                        13,675            5.6%
                                                          13,512                            163
Interest expense                                                          0.0%                            87            0.0%
                                                              87
Investment income                                                         0.2%                           462            0.2%
                                                             462
                                               ------------------------------------------------------------------------------
Earnings before income taxes                                              5.6%                        14,050            5.8%
                                                          13,887                            163
Provision for income taxes                                                2.1%                         5,291            2.2%
                                                           5,229                             62
                                               -----------------------------------------------------------------------------

Net earnings                                          $    8,658          3.5%        $     101     $  8,759            3.6%
                                               ==============================================================================
Earnings per common share
          Basic                                       $     0.26                                    $   0.26
                                               ==================                               =============
          Diluted                                     $     0.25                                    $   0.25
                                               ==================                               =============
Weighted average common
  shares outstanding
          Basic                                           33,538                                      33,538
                                               ==================                               =============
          Diluted                                         34,989                                      34,989
                                               ==================                               =============
</TABLE>


<PAGE>



Goody's Family Clothing, Inc.
Restated Statement of Operations Information
Thirteen Weeks Ended May 2, 1998
(In thousands, except per share amounts)
<TABLE>
<CAPTION>


                                                 As Previously       % of        Restatement         As           % of
                                                   Reported          Sales       Adjustments      Restated        Sales
                                               ------------------------------------------------------------------------------
<S>                                             <C>                   <C>          <C>            <C>             <C>
Sales                                                $   226,714        100.0%      $   (8,126)    $ 218,588          100.0%
Cost of sales and occupancy expenses                                     70.0%                       151,239           69.2%
                                                         158,794                        (7,555)
                                               ------------------------------------------------------------------------------
Gross profit                                                             30.0%                        67,349           30.8%
                                                          67,920                          (571)
Selling, general and administrative
  expenses                                                               24.7%                        55,904           25.6%
                                                          55,904
                                               ------------------------------------------------------------------------------
Earnings from operations                                                  5.3%                        11,445            5.2%
                                                          12,016                          (571)
Interest expense                                                          0.0%                            94            0.0%
                                                              94
Investment income                                                         0.2%                           536            0.2%
                                                             536
                                               ------------------------------------------------------------------------------
Earnings before income taxes                                              5.5%                        11,887            5.4%
                                                          12,458                          (571)
Provision for income taxes                                                2.1%                         4,475            2.0%
                                                           4,690                          (215)
                                               -----------------------------------------------------------------------------

Net earnings                                          $    7,768          3.4%       $    (356)     $  7,412            3.4%
                                               ==============================================================================
Earnings per common share
          Basic                                       $     0.23                                    $   0.22
                                               ==================                               =============
          Diluted                                     $     0.22                                    $   0.21
                                               ==================                               =============
Weighted average common
  shares outstanding
          Basic                                           33,164                                      33,164
                                               ==================                               =============
          Diluted                                         34,618                                      34,618
                                               ==================                               =============

</TABLE>

<PAGE>



Goody's Family Clothing, Inc.
Restated Statement of Operations Information
Fifty Two Weeks Ended January 30, 1999
(In thousands, except per share amounts)
<TABLE>
<CAPTION>


                                                 As Previously       % of        Restatement         As           % of
                                                   Reported          Sales       Adjustments      Restated        Sales
                                               ------------------------------------------------------------------------------
<S>                                             <C>                <C>           <C>             <C>             <C>
Sales                                               $  1,091,084        100.0%      $  (34,069)            $          100.0%
                                                                                                   1,057,015
Cost of sales and occupancy expenses                                     73.7%                                         72.8%
                                                         803,789                       (34,069)      769,720
                                               ------------------------------------------------------------------------------
Gross profit                                                             26.3%                                         27.2%
                                                         287,295                              -      287,295
Selling, general and administrative
  expenses                                                               22.4%                                         23.2%
                                                         244,833                                     244,833
                                               ------------------------------------------------------------------------------
Earnings from operations                                                  3.9%                                          4.0%
                                                          42,462                              -       42,462
Interest expense                                                          0.1%                                          0.0%
                                                             535                                         535
Investment income                                                         0.2%                                          0.2%
                                                           2,231                                       2,231
                                               ------------------------------------------------------------------------------
Earnings before income taxes                                              4.0%                                          4.2%
                                                          44,158                              -       44,158
Provision for income taxes                                                1.5%                                          1.6%
                                                          16,471                              -       16,471
                                               -----------------------------------------------------------------------------

Net earnings                                         $    27,687          2.5%          $     -    $  27,687            2.6%
                                               ==============================================================================
Earnings per common share
          Basic                                       $     0.84                                    $   0.84
                                               ==================                               =============
           Diluted                                     $     0.81                                    $   0.81
                                               ==================                               =============
Weighted average common
  shares outstanding
          Basic                                           33,155                                      33,155
                                               ==================                               =============
          Diluted                                         34,267                                      34,267
                                               ==================                               =============

</TABLE>





<PAGE>


                                                              EXHIBIT 99.3

                               Goody's Family Clothing, Inc.
                       Restated Fiscal Monthly Sales for Fiscal 1999
                                  Basis of Presentation

     The table below,  which is provided for  informational  purposes only, sets
forth the Company's restated fiscal monthly sales (in thousands) for fiscal 1999
as a result of the following  retroactive changes in accounting  methodology for
sales  returns and leased  departments,  as announced by the Company on March 2,
2000:

o    Historically,  the Company had recognized  sales returns upon return of the
     related  merchandise  by the  customer as such amounts were not material to
     the Company's  operations or financial  position.  The Company now provides
     for an estimate of sales returns in the month of the initial sale.

o    The  Company's  previously  reported  sales and cost of sales  included its
     sales and cost of sales of leased departments.  The Company now includes in
     its historical  financial statements the net rental income (sales less cost
     of  sales)  of  leased  departments  in its  reported  sales.  The  Company
     discontinued operating leased departments in fiscal 1999.


<TABLE>
<CAPTION>




                                               As Previously
        Fiscal Month                             Reported         As Restated
        -----------------------------------------------------------------------
       <S>                                    <C>                  <C>

        February 1999                            $   62,117       $   60,273
        March 1999                                  111,770          106,121
        April 1999                                   86,044           84,355
                                            -----------------------------------

        First Quarter 1999                          259,931          250,749
                                            -----------------------------------

        May 1999                                     89,756           87,321
        June 1999                                   108,018          106,279
        July 1999                                    79,486           77,862
                                            -----------------------------------

        Second Quarter 1999                         277,260          271,462
                                            -----------------------------------

        August 1999                                  90,383          90,734
        September 1999                               95,132          94,496
        October 1999                                 82,563          82,562

                                            -----------------------------------
        Third Quarter 1999                          268,078          267,792
                                            -----------------------------------

        November 1999                               119,772          118,840
        December 1999                               209,177          207,773
        January 2000                                 61,590           64,314
                                            -----------------------------------
        Fourth Quarter 1999                         390,539          390,927
                                            -----------------------------------
        Fiscal Year 1999                        $ 1,195,808      $ 1,180,930
                                            ===================================

</TABLE>


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