<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------------------------
FOR THE QUARTERLY PERIOD ENDED MAY 2, 1998
COMMISSION FILE NUMBER 0-19714
PERFUMANIA, INC.
STATE OF FLORIDA I.R.S. NO. 65-0026340
11701 N.W. 101ST ROAD
MIAMI, FLORIDA 33178
TELEPHONE NUMBER: (305) 889-1600
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 TWELVE (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 NINETY (90) DAYS.
YES X NO
----- -----
COMMON STOCK $.01 PAR VALUE
OUTSTANDING SHARES AT MAY 2, 1998 - 7,930,291
<PAGE> 2
TABLE OF CONTENTS
PERFUMANIA, INC.
PART I
FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Consolidated Balance Sheets...................................... 3
Consolidated Statements of Operations............................ 4
Consolidated Statements of Cash Flows............................ 5
Notes to Condensed Consolidated Financial Statements............. 6
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
CONSOLIDATED FINANCIAL CONDITION AND
RESULTS OF OPERATIONS............................................... 9
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PERFUMANIA, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MAY 2, JANUARY 31,
ASSETS: 1998 1998
-------------------- ------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $1,283,615 $1,554,117
Trade receivables, net of allowance for doubtful
accounts of $734,954 and $704,954 4,121,667 5,186,473
Advances to suppliers 8,970,304 7,611,036
Inventories, net of reserve of $2,463,000 and $2,750,000 70,173,025 73,137,842
Prepaid expenses and other current assets 1,876,783 2,086,118
Tax refund receivable 814,766 814,766
Deferred tax asset, net 1,219,856 1,219,856
Due from related parties 877,855 772,855
-------------------- ------------------
Total current assets 89,337,871 92,383,063
Property and equipment, net 20,550,868 18,307,240
Leased equipment under capital leases, net 1,919,259 2,266,674
Other assets, net 1,842,095 1,764,906
-------------------- ------------------
$ 113,650,093 $114,721,883
==================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Bank line of credit and current portion of notes payable $36,385,159 $ 34,139,766
Accounts payable - non affiliates 12,409,119 13,308,914
Accounts payable - affiliates 18,980,005 16,958,163
Accrued expenses and other liabilities 6,389,155 6,848,923
Income taxes payable 387,542 505,098
Current portion of obligations under capital leases 897,600 1,030,340
Due to related parties 334,969 304,483
-------------------- ------------------
Total current liabilities 75,783,549 73,095,687
Long-term portion of notes payable 4,484,599 4,709,434
Long-term portion of obligations under capital leases 734,777 933,615
-------------------- ------------------
Total liabilities 81,002,925 78,738,736
-------------------- ------------------
Commitments and contingencies -- --
-------------------- ------------------
Stockholders' equity
Preferred stock, $.01 par value, 1,000,000 shares
authorized, none issued -- --
Common stock, $.01 par value, 25,000,000
shares authorized, 7,930,291 and
7,845,291 shares issued and outstanding 79,303 78,453
Capital in excess of par value 52,385,511 52,386,361
Treasury stock, at cost (5,085,435) (4,521,068)
Accumulated deficit (14,732,211) (11,960,599)
-------------------- ------------------
Total stockholders' equity 32,647,168 35,983,147
-------------------- ------------------
$113,650,093 $114,721,883
==================== ==================
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
PERFUMANIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Thirteen Thirteen
Weeks Ended Weeks Ended
May 2, 1998 May 3, 1997
----------- ------------
<S> <C> <C>
Net sales:
Unaffiliated customers $ 38,467,975 $ 28,946,685
Affiliates -- 1,042,039
------------ ------------
38,467,975 29,988,724
------------ ------------
Cost of goods sold:
Unaffiliated customers 23,662,458 16,040,684
Affiliates -- 1,042,039
------------ ------------
23,662,458 17,082,723
------------ ------------
Gross profit 14,805,517 12,906,001
------------ ------------
Operating expenses:
Selling, general and administrative 15,337,548 14,208,824
Depreciation and amortization 1,082,258 1,129,449
------------ ------------
Total operating expenses 16,419,806 15,338,273
------------ ------------
Loss from operations before other expense (1,614,289) (2,432,272)
Other expense (1,157,323) (897,988)
------------ ------------
Loss before income taxes (2,771,612) (3,330,260)
Benefit for income taxes -- (1,332,104)
------------ ------------
Net loss before cumulative effect of
change in accounting principle (2,771,612) (1,998,156)
Cumulative effect of change in
accounting principle, net of
income tax benefit of $380,958 -- (631,418)
------------ ------------
Net loss $ (2,771,612) $ (2,629,574)
============ ============
Basic loss per common share:
Net loss before cumulative effect of
change in accounting principle $ (0.42) $ (0.28)
Cumulative effect of change in accounting
principle, net of tax benefit -- $ (0.09)
------------ ------------
Net loss $ (0.42) $ (0.37)
============ ============
Diluted loss per common share:
Net loss before cumulative effect of
change in accounting principle $ (0.42) $ (0.28)
Cumulative effect of change in accounting
principle, net of tax benefit -- $ (0.09)
------------ ------------
Net loss $ (0.42) $ (0.37)
============ ============
Weighted average number of shares outstanding:
Basic 6,560,354 7,120,571
Diluted 6,574,597 7,195,622
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
PERFUMANIA, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Thirteen Thirteen
Weeks Ended Weeks Ended
May 2, 1998 May 3, 1997
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(2,771,612) $(2,629,574)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Provision for doubtful accounts 30,000 35,000
Deferred tax benefit -- (1,332,104)
Depreciation and amortization 1,082,258 1,129,449
Loss on disposition -- 115,000
Cumulative effect of change in accounting
principle, net of tax benefit -- 631,418
Change in assets and liabilities,
(Increase) decrease in:
Trade receivables 1,034,806 2,965,801
Advances to suppliers (1,359,268) (1,879,492)
Inventories 2,964,817 (1,771,424)
Other current assets 209,335 410,329
Due from related parties (105,000) --
Other assets (77,189) (79,764)
Increase (decrease) in:
Accounts payable 1,122,047 981,186
Accrued expenses and other current liabilities (459,768) (890,911)
Income taxes payable (117,556) (982,000)
----------- -----------
Total adjustments 4,324,482 (667,512)
----------- -----------
Net cash provided by (used in) operating activities 1,552,870 (3,297,086)
----------- -----------
Cash flows from investing activities:
Additions to property and equipment (2,978,471) (1,495,595)
----------- -----------
Net cash used in investing activities (2,978,471) (1,495,595)
----------- -----------
Cash flows from financing activities:
Net borrowing and repayments under bank
line of credit and notes payable 2,020,558 4,964,657
Net borrowing and repayment to related parties 30,486 (15,517)
Principal payments under capital lease obligations (331,578) (250,412)
Purchases of treasury stock (564,367) (155,739)
----------- -----------
Net cash provided by financing activities 1,155,099 4,542,989
----------- -----------
Decrease in cash and cash equivalents (270,502) (249,692)
Cash and cash equivalents at beginning of period 1,554,117 1,641,527
----------- -----------
Cash and cash equivalents at end of period $ 1,283,615 $ 1,391,835
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest $ 1,307,562 $ 896,244
Income Taxes 117,556 982,000
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
PERFUMANIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1). SIGNIFICANT ACCOUNTING POLICIES
The condensed consolidated financial statements include the accounts of
Perfumania and subsidiaries (the Company). All material intercompany balances
and transactions have been eliminated in consolidation.
The unaudited condensed consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to those rules and regulations, although
the Company believes that the disclosures made are adequate to make the
information presented not misleading. The financial information presented
herein, which is not necessarily indicative of results to be expected for the
current fiscal year, reflects all adjustments which, in the opinion of the
Company, are necessary for a fair statement of the results for the periods
indicated. It is suggested that these condensed consolidated financial
statements be read in conjunction with the financial statements and the notes
thereto included in the Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1998.
(2). STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
CAPITAL
COMMON STOCK IN EXCESS TREASURY STOCK ACCUMULATED
-------------------------- OF PAR ------------------------- EARNINGS
SHARES AMOUNT VALUE SHARES AMOUNT (DEFICIT) TOTAL
----------- ----------- ----------- --------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at
January 31, 1998 7,845,291 $ 78,453 $52,386,361 1,218,360 ($4,521,068) ($11,960,599) $35,983,147
Purchases of
treasury stock -- -- -- 192,491 (564,367) -- (564,367)
Issuance of
common stock 85,000 850 (850) -- -- -- --
Net loss for the
thirteen weeks
ended May 2, 1998 -- -- -- -- -- (2,771,612) (2,771,612)
----------- ----------- ----------- --------- ------------ ------------- ------------
Balance at
May 2, 1998 7,930,291 $ 79,303 $52,385,511 1,410,851 ($5,085,435) ($14,732,211) $32,647,168
----------- ----------- ----------- --------- ------------ ------------- ------------
</TABLE>
(3). BASIC AND DILUTED LOSS PER COMMON SHARE
Basic loss per common share has been computed by dividing net loss by the
weighted average number of common shares outstanding during the period. Diluted
loss per share includes the dilutive effect of those stock options where the
option exercise prices exceed the average market price of the common shares for
the respective quarters.
6
<PAGE> 7
4). SEGMENT INFORMATION
The Company operates in two industry segments, specialty retail sale and
wholesale distribution of fragrances and related products. Financial information
for these segments is summarized in the following table.
<TABLE>
<CAPTION>
Thirteen Weeks Thirteen Weeks
Ended Ended
May 2, 1998 May 3, 1997
-------------- --------------
<S> <C> <C>
Sales
Wholesale $13,467,930 $ 6,541,323
Retail 25,000,045 23,447,401
----------- -----------
Total net sales $38,467,975 $29,988,724
----------- -----------
Cost of goods sold
Wholesale $10,280,190 $ 5,084,973
Retail 13,382,268 11,997,750
----------- -----------
Total cost of goods sold $23,662,458 $17,082,723
----------- -----------
Gross profit
Wholesale $ 3,187,740 $ 1,456,350
Retail 11,617,777 11,449,651
----------- -----------
Total gross profit $14,805,517 $12,906,001
----------- -----------
Number of stores 284 270
May 2, 1998 January 31, 1998
-------------- ----------------
Inventory
- ---------
Wholesale $16,500,647 $20,368,792
Retail 53,672,378 52,769,050
----------- -----------
$70,173,025 $73,137,842
----------- -----------
</TABLE>
An unaffiliated customer of the wholesale segment accounted for approximately
23% and 6% of the consolidated net sales for the thirteen weeks ended May 2,
1998 and May 3, 1997, respectively, and 32% and 18% of the consolidated net
trade accounts receivable balance at May 2, 1998 and January 31, 1998,
respectively.
5). RECENT ACCOUNTING PRONOUNCEMENT
In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs of Start-Up
Activities", which requires the Company to expense preopening expenses as
incurred. Previously, the Company had capitalized and amortized these expenses
over 18 months. SOP 98-5 is effective for financial statements for fiscal years
beginning after December 15, 1998, does not require restatement of prior periods
and is applied as of the beginning of the fiscal year in which the SOP is first
adopted. The Company early adopted SOP 98-5 in fiscal 1997 and reported the
initial application as a cumulative effect of a change in accounting principle
in the Consolidated Statement of Operations for the year ended January 31, 1998.
Accordingly, the Company's net loss and net loss per common share for the
thirteen weeks ended May 3, 1997 in the accompanying Consolidated Statements of
Operations has been restated to reflect this change. The effect of the change in
accounting principle was to reduce the net loss before cumulative effect of
change in accounting principle reported for the first quarter of 1997 by
approximately $68,000.
7
<PAGE> 8
6). OTHER
During fiscal years 1997 and 1996, the Company made sales to L. Luria & Son,
Inc. ("Luria's") in the amounts of $1,999,823 and $2,473,623, respectively. The
Company wrote off in 1997 receivables from Luria's in the approximate amount of
$1,200,000. The Company has been characterized as an insider in the liquidating
plan of reorganization filed on April 6, 1998 by Luria's in the United States
Bankruptcy Court, Southern District of Florida. The committee of unsecured
creditors in Luria's bankruptcy proceedings is investigating potential actions
to recover substantial funds from alleged insiders of Luria's and their
affiliates, which might include actions against the Company to recover amounts
paid for merchandise sold to Luria's. Management cannot presently predict the
outcome of these matters, although management believes, upon the advice of legal
counsel, that the Company would have meritorious defenses and that the ultimate
resolution of these matters should not have a materially adverse effect on the
Company's financial position or result of operations.
8
<PAGE> 9
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RISK FACTORS THAT MAY AFFECT FUTURE RESULTS
- -------------------------------------------
Perfumania does not provide forecasts of future financial performance.
Forward-looking statements in this Form 10-Q and other Company reports and press
releases are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, and, in connection therewith, the
Company wishes to caution readers that the following important factors, among
others, in some cases have affected and in the future could affect the Company's
actual results and could cause such results to differ materially from those
expressed in forward-looking statements made by or on behalf of the Company.
SEASONALITY. The Company has historically experienced higher sales in
the third and fourth fiscal quarters than in the first and second fiscal
quarters. Significantly higher fourth fiscal quarter retail sales result from
increased purchases of fragrances as gift items during the Christmas holiday
season. The Company's quarterly results may also vary due to the timing of new
store openings, net sales contributed by new stores and fluctuations in
comparable sales of existing stores. A variety of factors affect the sales
levels of new and existing stores, including the retail sales environment and
the level of competition, the effect of marketing and promotional programs,
acceptance of new product introductions, adverse weather conditions and general
economic conditions.
LACK OF LONG-TERM AGREEMENTS WITH SUPPLIERS. The Company's success
depends to a large degree on its ability to provide an extensive assortment of
brand name and designer fragrances. The Company has no long-term purchase
contracts or other contractual assurance of continued supply, pricing or access
to new products. While the Company believes it has good relationships with its
vendors, the inability to obtain merchandise from one or more key vendors on a
timely basis, or a material change in the Company's ability to obtain necessary
merchandise could have a material adverse effect on its results of operations.
DEPENDENCE ON LINE OF CREDIT. As discussed above, the Company
experiences significant seasonal fluctuations in its sales and operating
results, as is common with many specialty retailers. The Company utilizes its
line of credit to fund inventory purchases and to support new retail store
openings. Any future limitation on the Company's borrowing ability and access to
financing could limit the Company's ability to open new stores and to obtain
merchandise on satisfactory terms. The Company's current line of credit contains
financial covenants, including a net income covenant. Should the Company not be
able to meet its covenants, its borrowing ability and thus, its operations will
be seriously affected.
DEPENDENCE ON KEY PERSONNEL. Simon Falic, the Company's Chairman of the
Board and Chief Executive Officer and Jerome Falic, the Company's Vice
President, are primarily responsible for the Company's merchandise purchases,
and have developed strong, reliable relationships with suppliers, as well as
customers of the Wholesale division in the United States, Europe, Asia and South
America. The loss of service of either of these, or any of the Company's other
current executive officers could have a material adverse effect on the Company.
ABILITY TO MANAGE GROWTH. While the Company has grown significantly
over the past several years, there is no assurance that the Company will sustain
the growth in the number of retail stores and revenues that it has achieved
historically. The Company's growth is dependent, in large part, upon the
Company's ability to open and operate new retail stores on a profitable basis,
which in turn is subject to, among other things, the Company's ability to secure
suitable store sites on satisfactory terms, the Company's ability to hire, train
and retain qualified management and other personnel, the availability of
adequate capital resources and the successful integration of new stores into
existing operations. There can be no assurance
9
<PAGE> 10
that the Company's new stores will achieve sales and profitability comparable to
existing stores, or that the opening of new locations will not cannibalize sales
at existing locations.
LITIGATION. As is often the case in the fragrance and cosmetics
business, some of the merchandise purchased by suppliers such as the Company may
have been manufactured by entities who are not the owners of the trademarks or
copyrights for the merchandise. If the Company were called upon or challenged by
the owner of a particular trademark or copyright to demonstrate that the
specific merchandise was produced and sold with the proper authority and the
Company were unable to do so, the Company could, among other things, be
restricted from reselling the particular merchandise or be subjected to other
liabilities, which could have an adverse effect on the Company's business and
results of operations.
OTHER. The Company has been characterized as an insider in the
liquidating plan of reorganization filed on April 6, 1998 by L. Luria & Son,
Inc. ("Luria's") in the United States Bankruptcy Court, Southern District of
Florida. The committee of unsecured creditors in Luria's bankruptcy proceedings
is investigating potential actions to recover substantial funds from alleged
insiders of Luria's and their affiliates, which might include actions against
the Company to recover amounts paid for merchandise sold to Luria's. Management
cannot presently predict the outcome of these matters, although management
believes, upon the advice of counsel, that the Company would have meritorious
defenses and that the ultimate resolution of these matters should not have a
materially adverse effect on the Company's financial position or result of
operations.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
At May 2, 1998 working capital was $13.6 million compared to $19.3 million at
January 31, 1998. The decrease was primarily due to the current period loss as
well as a reduction in the Company's trade receivables and inventories.
Net cash provided by operating activities during the thirteen weeks ended May 2,
1998 was approximately $1.6 million, principally as a result of the net change
in the Company's trade receivables, advances to suppliers, inventories and
accounts payable. At May 2, 1998, approximately $0.8 million of the Company's
trade receivables were considered past due compared to $1.1 million at January
31, 1998. Of the $4.1 million in trade receivables, $1.3 million was due from
one customer which also accounted for 66% of the Company's wholesale sales
during the thirteen weeks ended May 2, 1998. The Company's sales to this
customer are made on an open account terms and since late 1991 the Company has
extended credit terms to this customer of up to one year. The Company has not
experienced any write-offs of accounts receivable from this customer due to
collectibility.
Net cash used in investing activities during the current period was
approximately $3.0 million. This represents purchases of furniture, fixtures and
equipment for store openings and renovations of existing stores during the first
and second quarters.
Net cash provided by financing activities during the current period was
approximately $1.2 million, which was primarily the result of an increase in the
Company's use of its line of credit. In May 1998, the Company's $35 million line
of credit was extended from April 1999 to April 2001, and certain covenants were
revised.
During the thirteen weeks ended May 2, 1998, the Company opened nine stores and
closed ten underperforming stores. At May 2, 1998, the Company operated 284
stores.
10
<PAGE> 11
RESULTS OF OPERATIONS
Comparison of the Thirteen Weeks Ended May 2, 1998 with the Thirteen Weeks Ended
May 3, 1997.
Net sales increased 28.3% from $30.0 million in the first thirteen weeks of 1997
to $38.5 million in the first thirteen weeks of 1998. The increase in net sales
was the result of a 105.9% increase in wholesale sales (from $6.5 million to
$13.5 million), and a 6.6% increase in retail sales (from $23.4 million to $25.0
million). The increase in wholesale sales was primarily due to an increase in
sales to the wholesale division's largest customer and continued efforts to
reduce inventory levels. The increase in retail sales was principally due to the
increase in the number of stores operated during the first thirteen weeks of
1998 compared to the first thirteen weeks of 1997. Comparable store sales during
the current period were flat when compared to last year.
Gross profit increased 14.7% from $12.9 million in the first thirteen weeks of
1997 (43.0% of total net sales) to $14.8 million in the first thirteen weeks of
1997 (38.5% of net sales) primarily due to an increase in gross profit for the
wholesale division. The decrease in gross profit as a percentage of sales is due
primarily to the increase in wholesale sales as a percentage of total net sales
during the current quarter. The wholesale division realizes significantly lower
gross margins when compared to the retail division.
Gross profit for the wholesale division increased from $1.5 million in the first
thirteen weeks of 1997 to $3.2 million in the first thirteen weeks of 1998 as a
result of higher wholesale sales. As a percentage of net sales, gross profit for
the wholesale division increased from 22.3% in the first thirteen weeks of 1997
to 23.7% in the first thirteen weeks of 1998.
Gross profit for the retail division increased to $11.6 million in the first
thirteen weeks of 1998 from $11.4 million in the first thirteen weeks of 1997 as
a result of higher retail sales. As a percentage of net sales, gross profit for
the retail division decreased from 48.8% in the first thirteen weeks of 1997 to
46.5% in the thirteen weeks of 1998 primarily as a result of more promotional
sales of merchandise at lower margins.
Operating expenses, which include selling, general and administrative expenses
as well as depreciation, increased 7.1% from $15.3 million in the first thirteen
weeks of 1997 to $16.4 million in the first thirteen weeks of 1998. The increase
was primarily due to costs associated with the operation of 16 additional stores
during the current period. As a percentage of net sales, operating expenses
decreased from 51.2% in the first quarter of 1997 to 47.6% in the first thirteen
weeks of 1998, due primarily to the increase in wholesale sales.
As a result of the foregoing, the Company had a net loss of $2,771,612, or $0.42
per diluted share, in the first thirteen weeks of 1998 compared to a net loss of
$2,629,574 or $0.37 per share, in the first thirteen weeks of 1997. Excluding
the cumulative effect of the change in accounting principle of $631,418 and a
tax benefit of $1,332,104 in 1997, the loss for the first thirteen weeks of 1997
was $3,330,260 or $0.46 per diluted share.
11
<PAGE> 12
PERFUMANIA, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Perfumania, Inc.
------------------------------------
(Registrant)
Date: June 15, 1998 By: /s/ Simon Falic
------------------------------------
Simon Falic
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Ron A. Friedman
------------------------------------
Ron A. Friedman
President, Chief Financial Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-30-1999
<PERIOD-START> FEB-01-1998
<PERIOD-END> MAY-02-1998
<CASH> 1,283,615
<SECURITIES> 0
<RECEIVABLES> 4,121,667
<ALLOWANCES> 0
<INVENTORY> 70,173,025
<CURRENT-ASSETS> 89,337,871
<PP&E> 20,550,868
<DEPRECIATION> 0
<TOTAL-ASSETS> 113,650,093
<CURRENT-LIABILITIES> 75,783,549
<BONDS> 0
0
0
<COMMON> 79,303
<OTHER-SE> 32,567,865
<TOTAL-LIABILITY-AND-EQUITY> 113,650,093
<SALES> 38,467,975
<TOTAL-REVENUES> 38,467,975
<CGS> 23,662,458
<TOTAL-COSTS> 23,662,458
<OTHER-EXPENSES> 17,577,129
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,771,612)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,771,612)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,771,612)
<EPS-PRIMARY> (0.42)
<EPS-DILUTED> (0.42)
</TABLE>
