<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(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 1, 1998
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 00019774 _______
United Retail Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware 51 0303670
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
365 West Passaic Street, Rochelle Park, NJ 07662
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (201) 845-0880
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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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 (the "1934 Act") 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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the 1934 Act
subsequent to the distribution of securities under a plan confirmed by a court.
YES NO
----- ------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
As of August 1, 1998, 13,086,988 shares of the registrant's common
stock, $.001 par value per share, were outstanding.
<PAGE> 3
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ITEM 1. FINANCIAL STATEMENTS UNITED RETAIL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
AUGUST 1, JANUARY 31, AUGUST 2,
1998 1998 1997
ASSETS (UNAUDITED) (UNAUDITED)
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Current assets:
Cash and cash equivalents $50,641 $31,122 $19,806
Accounts receivable 766 571 1,351
Inventory 38,040 38,003 38,655
Prepaid rents 3,987 3,999 4,351
Other prepaid expenses 2,442 2,607 2,854
-------- -------- --------
Total current assets 95,875 76,302 67,017
Property and equipment, net 46,146 48,231 51,237
Deferred charges and other intangible assets,
net of accumulated amortization of $1,971, $1,784
and $1,609 6,866 7,058 7,105
Deferred income taxes 1,172 2,685 -
Other assets 363 451 251
-------- -------- --------
Total assets $150,423 $134,727 $125,610
======== ======== ========
LIABILITIES
Current liabilities:
Current portion of distribution center financing $1,093 $1,052 $1,012
Accounts payable, trade 12,107 12,596 11,731
Accrued expenses 21,202 17,400 14,472
Income taxes payable 4,758 1,379 1,133
-------- -------- --------
Total current liabilities 39,160 32,427 28,348
Distribution center financing 9,751 10,308 10,844
Other long-term liabilities 6,625 6,948 7,443
-------- -------- --------
Total liabilities 55,536 49,683 46,635
-------- -------- --------
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value; authorized
1,000,000; none issued
Common stock, $.001 par value; authorized 14 13 13
30,000,000; issued (13,760,300, 12,680,375
and 12,680,375); outstanding (13,086,988,
12,190,375, and 12,190,375)
Additional paid-in capital 77,370 78,259 78,259
Retained earnings 19,162 7,354 1,285
Treasury stock (673,312, 490,000, and 490,000) (1,659) (582) (582)
shares at cost
-------- -------- --------
Total stockholders' equity 94,886 85,044 78,975
-------- -------- --------
Total liabilities and stockholders' equity $150,423 $134,727 $125,610
======== ======== ========
The accompanying notes are an integral part of the Consolidated Financial Statements.
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<PAGE> 4
UNITED RETAIL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
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THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
--------------------------------- ---------------------------------
AUGUST 1, AUGUST 2, AUGUST 1, AUGUST 2,
1998 1997 1998 1997
------------ ------------ ------------ ------------
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Net sales $ 102,175 $ 93,076 $ 197,118 $ 180,098
Cost of goods sold, including
buying and occupancy costs 73,419 72,728 141,242 141,543
------------ ------------ ------------ ------------
Gross profit 28,756 20,348 55,876 38,555
General, administrative and
store operating expenses 20,947 19,800 40,854 39,480
------------ ------------ ------------ ------------
Operating income (loss) 7,809 548 15,022 (925)
Non-operating income 3,113 -- 3,113 --
Interest (income) expense, net (355) 11 (495) 113
------------ ------------ ------------ ------------
Income (loss) before income taxes 11,277 537 18,630 (1,038)
Provision for income taxes 4,039 186 6,822 200
------------ ------------ ------------ ------------
Net income (loss) $ 7,238 $ 351 $ 11,808 ($ 1,238)
============ ============ ============ ============
Net income (loss) per share
Basic $ 0.55 $ 0.03 $ 0.91 ($ 0.10)
============ ============ ============ ============
Diluted $ 0.52 $ 0.03 $ 0.85 ($ 0.10)
============ ============ ============ ============
Weighted average number of
shares outstanding
Basic 13,086,645 12,190,375 13,022,015 12,190,375
Common stock equivalents
(stock options) 873,867 718,977 842,654 --
------------ ------------ ------------ ------------
Diluted 13,960,512 12,909,352 13,864,669 12,190,375
============ ============ ============ ============
The accompanying notes are an integral part of the Consolidated Financial Statements.
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UNITED RETAIL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
TWENTY-SIX WEEKS ENDED
-------------------------
AUGUST 1, AUGUST 2,
1998 1997
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 11,808 ($ 1,238)
Adjustments to reconcile net income (loss) to net cash
provided from operating activities:
Depreciation and amortization of property and equipment 3,742 4,505
Amortization of deferred charges and other
intangible assets 178 119
(Gain) loss on disposal of assets (75) 162
Gain on sale of investments (3,113) (43)
Compensation expense 61 --
Benefit from deferred income taxes 1,513 --
Deferred lease assumption revenue amortization (425) (259)
Changes in operating assets and liabilities:
Accounts receivable (195) (54)
Income taxes 3,379 229
Inventory (37) 2,123
Accounts payable and accrued expenses 3,816 (2,598)
Prepaid expenses 177 (64)
Other assets and liabilities (233) (501)
-------- --------
Net Cash Provided From Operating Activities 20,596 2,381
-------- --------
INVESTING ACTIVITIES:
Capital expenditures (1,802) (1,012)
Deferred payment for property and equipment (78) 144
Proceeds from sale of investment and lease 3,345 506
-------- --------
Net Cash Provided From (Used For) Investing Activities 1,465 (362)
-------- --------
FINANCING ACTIVITIES:
Repayments of long-term debt (516) (477)
Issuance of loans to officers (2,033) --
Exercise of stock options 7 --
-------- --------
Net Cash Used In Financing Activities (2,542) (477)
-------- --------
Net increase in cash and cash equivalents 19,519 1,542
Cash and cash equivalents, beginning of period 31,122 18,264
-------- --------
Cash and cash equivalents, end of period $ 50,641 $ 19,806
======== ========
The accompanying notes are an integral part of the Consolidated Financial Statements.
</TABLE>
<PAGE> 6
UNITED RETAIL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of United
Retail Group, Inc. and its subsidiaries (the "Company"). All significant
intercompany accounts and transactions have been eliminated.
The consolidated financial statements as of and for the thirteen and
twenty-six weeks ended August 1, 1998 and August 2, 1997 are unaudited and are
presented pursuant to the rules and regulations of the Securities and Exchange
Commission. Accordingly, the consolidated financial statements should be read in
conjunction with the financial statement disclosures contained in the Company's
1997 Annual Report and 1997 Form 10-K. In the opinion of management, the
accompanying consolidated financial statements reflect all adjustments necessary
(which are of a normal recurring nature) to present fairly the financial
position and results of operations and cash flows for the interim periods, but
are not necessarily indicative of the results of operations for a full fiscal
year.
Certain prior year balances have been reclassified to conform with the
fiscal 1997 presentation.
2. NET INCOME (LOSS) PER SHARE
At the end of fiscal 1997, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 128 "Earnings Per Share". Basic
per share data has been computed based on the weighted average number of shares
of common stock outstanding. Diluted per share data has been computed on the
basic plus the dilution of stock options. Shares issuable upon the exercise of
stock options have not been included in the diluted earnings per share
computation for the twenty-six weeks ended August 2, 1997 because the effect
would be anti-dilutive.
For the thirteen and twenty-six weeks ended August 1, 1998, the net
income per share would have been $0.40 and $0.76 basic, and $0.38 and $0.71
diluted, respectively, if the non-operating income, net of taxes, was excluded
(see Note 7).
<PAGE> 7
3. FINANCING ARRANGEMENTS
In 1994, the Company executed a fifteen-year $8.0 million loan bearing
interest at 8.64%. Interest and principal are payable in equal monthly
installments beginning May 1, 1994. The loan is collateralized by a mortgage on
the national distribution center owned by the Company in Troy, Ohio.
In 1993, the Company executed a ten-year $7.0 million note bearing
interest at 7.3%. Interest and principal are payable in equal monthly
installments beginning November 1993. The note is collateralized by the material
handling equipment in the distribution center.
The Company and United Retail Incorporated, its subsidiary,
(collectively, the "Companies") are parties to a Financing Agreement, dated
August 15, 1997, as amended September 15, 1997 (the "Financing Agreement"), with
The CIT Group/Business Credit, Inc.("CIT"). The Financing Agreement provides a
revolving line of credit for a term of three years in the aggregate amount of
$40 million for the Companies, subject to availability of credit according to a
borrowing base computation. The line of credit may be used on a revolving basis
by either of the Companies to support trade letters of credit and standby
letters of credit and to finance loans.
The Companies are required to maintain unused at all times combined
availability of at least $5 million. Except for the maintenance of a minimum
availability of $5 million and a limit on capital expenditures, the Financing
Agreement does not contain any financial covenants.
In the event a loan is made to one of the Companies, interest is payable
monthly based on a 360-day year at the prime rate or at two percent plus the
LIBOR rate on a per annum basis, at the borrower's option.
The line of credit is secured by a security interest in inventory and
proceeds and by the balance on deposit from time to time in a bank account that
has been pledged to the lenders.
At August 1, 1998, the combined availability of the Companies was $9.7
million, no balance was in the pledged account, the aggregate outstanding amount
of letters of credit arranged by CIT was $20.5 million and no loan had been
drawn down. The Company's cash on hand was unrestricted.
<PAGE> 8
4. INCOME TAXES
The provision for income taxes consists of (dollars in thousands):
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Thirteen Weeks Ended Twenty-Six Weeks Ended
------------------------ ------------------------
August 1, August 2, August 1, August 2,
1998 1997 1998 1997
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Currently payable:
Federal $ 4,033 $ 128 $ 5,045 128
State 208 58 264 72
------- ------- ------- -------
4,241 186 5,309 200
------- ------- ------- -------
Deferred:
Federal (166) 0 1,245 0
State (36) 0 268 0
------- ------- ------- -------
(202) 0 1,513 0
------- ------- ------- -------
$ 4,039 $ 186 $ 6,822 $ 200
======= ======= ======= =======
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Reconciliation of the provision for income taxes from the U.S. Federal
statutory rate to the Company's effective rate is as follows (dollars in
thousands):
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Thirteen Weeks Ended
-----------------------------------------------------
August 1, 1998 August 2, 1997
---------------------- ----------------------
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Tax at Federal rate $ 3,947 35.0% $ 182 34.0%
State income taxes, net of 112 1.0% 21 3.9%
federal benefit
Goodwill amortization 18 0.1% 18 3.3%
Other (38) (0.3%) 7 1.3%
Change in valuation allowance 0 0.0% (42) (7.9%)
------- ---- ------- ----
$ 4,039 35.8% $ 186 34.6%
======= ==== ======= ====
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Twenty-Six Weeks Ended
-------------------------------------------------------
August 1, 1998 August 2, 1997
---------------------- ------------------------
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Tax at Federal rate $ 6,520 35.0% ($ 353) (34.0%)
State income taxes, net of 346 1.9% (15) (1.4%)
federal benefit
Goodwill amortization 36 0.2% 35 3.4%
Other (80) (0.5%) 11 1.0%
Change in valuation allowance 0 0.0% 522 50.2%
------- ---- ------- -----
$ 6,822 36.6% $ 200 19.2%
======= ==== ======= =====
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<PAGE> 9
The net deferred tax asset reflects the tax impact of temporary
differences. The components of the net deferred tax asset as of August 1, 1998
are as follows (dollars in thousands):
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Assets:
Inventory $ 184
Accruals and reserves 2,061
Credit carryforwards 1,479
------
3,724
------
Liabilities:
Depreciation 2,534
Compensation 18
------
2,552
------
Net deferred tax asset $1,172
======
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Future realization of the tax benefits attributable to these existing
deductible temporary differences ultimately depends on the existence of
sufficient taxable income within the carryforward period available under the tax
law at the time of the tax deduction. Based on management's assessment, it is
more likely than not that the net deferred tax asset will be realized through
future taxable earnings.
As of August 1, 1998, the Company has pre-acquisition net operating loss
carryforwards, aggregating approximately $0.5 million, available to reduce
future taxable income in certain states, expiring through 2004.
The Company's federal income tax returns for fiscal 1994, fiscal 1995
and fiscal 1996 are being audited by the Internal Revenue Service. Management
believes that the results of the audits will not have a material adverse effect
on the Company's financial condition or results of operations.
5. ADVANCES TO OFFICERS
Advances were made on February 13, 1998 in the amount of $1.6 million to
Raphael Benaroya, the Company's Chairman of the Board, President and Chief
Executive Officer, and $0.2 million to George R. Remeta, the Company's Vice
Chairman and Chief Financial Officer. The purpose of the advances was to finance
payment of income taxes incurred in connection with their exercise of stock
options. Interest is payable annually in cash at the prime rate. The advances
have a term of four years subject to acceleration under certain circumstances
and to a call by the Company after two years with respect to half of the
principal amount. Payment of the advances is secured by a pledge of the shares
of the Company's Common Stock issued upon the option exercises in the amount of
777,925 shares issued to Mr. Benaroya and 116,888 shares issued to Mr. Remeta.
Each advance is a full recourse obligation of the borrower.
<PAGE> 10
6. SUPPLEMENTAL CASH FLOW INFORMATION
Net cash flow from operating activities includes cash payments for
interest and income taxes as follows (dollars in thousands):
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Thirteen Weeks Ended Twenty-Six Weeks Ended
------------------------- -------------------------
August 1, August 2, August 1, August 2,
1998 1997 1998 1997
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Cash interest:
Interest expense
(income), net per
statements of operations ($ 355) $ 11 ($ 495) $ 113
Less: Non-cash
interest expense 6 3 17 13
------- ------- ------- -------
Net cash interest,
including interest income
of $616, $260,
$1,054 and $437 ($ 361) $ 8 ($ 512) $ 100
======= ======= ======= =======
Income tax payments $ 1,481 $ 54 $ 1,930 $ 70
======= ======= ======= =======
</TABLE>
Financing activities include the non-cash exercise of 1,076,955 stock
options, with the exercise price paid by reducing the number of shares of common
stock issued in lieu of cash payment.
7. OTHER INCOME
In May 1998, the Company realized a capital gain of $3.1 million on the
sale of its minority interest in a privately held apparel design and
manufacturing firm for cash. The gain is reported as non-operating income.
8. CONTINGENCY FOOTNOTE
The Company is involved in legal actions and claims arising in the
ordinary course of business. Management believes (based on advice of legal
counsel) that such litigation and claims will not have a material effect on the
Company's financial condition or results of operations.
<PAGE> 11
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER FISCAL 1998 VERSUS SECOND QUARTER FISCAL 1997
Net sales for the second quarter of Fiscal 1998 increased 9.8% from the
second quarter of Fiscal 1997, to $102.2 million from $93.1 million, principally
from an increase in average price. Average stores open decreased 7.9% from 560
to 516 as underperforming stores were closed. (For the month of August 1998, net
sales decreased 4.2% from August 1997, to $22.1 million from $23.1 million.)
Comparable store sales for the second quarter of Fiscal 1998 increased 15.5%.
(For the month of August 1998, comparable store sales increased 1.6%.) There is
no assurance that comparable store sales will continue to increase.
Gross profit increased by $8.4 million to $28.8 million in the second
quarter of Fiscal 1998 from $20.3 million in the second quarter of Fiscal 1997,
increasing as a percentage of net sales to 28.1% from 21.9%. The increase in
gross profit as a percentage of net sales was primarily attributable to a
decrease in buying and occupancy costs as a percentage of net sales and an
increase in the merchandise margin rate. (The merchandise margin rate increased
substantially in August 1998 compared with August 1997.)
General, administrative and store operating expenses were $20.9 million
in the second quarter of Fiscal 1998, compared to $19.8 million in the second
quarter of Fiscal 1997, principally as a result of increases in bonus
compensation and computer software expenses, partially offset by premiums
received by the Company from a bank on proprietary credit card purchases of
Company merchandise (see, "-Proprietary Credit Card"). As a percentage of net
sales, general, administrative and store operating expenses decreased to 20.5%
from 21.3%.
During the second quarter of Fiscal 1998, the Company had operating
income of $7.8 million (7.6% of sales), which excludes the capital gain referred
to below, compared to operating income of $0.5 million in the second quarter of
Fiscal 1997.
Net interest income was $0.4 million in the second quarter of Fiscal
1998 compared to net interest expense of $11,000 in the second quarter of Fiscal
1997, primarily from interest earned on a higher level of cash and cash
equivalents.
The Company had a provision for income taxes of $4.0 million in the
second quarter of Fiscal 1998 and of $0.2 million in the second quarter of
Fiscal 1997.
The Company had net income of $7.2 million for the second quarter of
Fiscal 1998 compared with net income of $0.4 million in the second quarter of
Fiscal 1997. There is no assurance that the Company will continue to be
profitable.
Net income for the second quarter of Fiscal 1998 included a capital
gain on the sale of the Company's minority interest in a privately held apparel
design and manufacturing firm of $3.1 million ($2.0 million after tax).
<PAGE> 12
FIRST HALF FISCAL 1998 VERSUS FIRST HALF FISCAL 1997
Net sales for the first half of Fiscal 1998 increased 9.5% from the
first half of Fiscal 1997, to $197.1 million from $180.1 million, principally
from an increase in average price. Average stores open decreased 7.8% from 563
to 519 as underperforming stores were closed. Comparable store sales for the
first half of Fiscal 1998 increased 15.2%.
Gross profit increased by $17.3 million to $55.9 million in the first
half of Fiscal 1998 from $38.6 million in the first half of Fiscal 1997,
increasing as a percentage of net sales to 28.3% from 21.4%. The increase in
gross profit as a percentage of net sales was primarily attributable to a
decrease in buying and occupancy costs as a percentage of net sales and an
increase in the merchandise margin rate.
General, administrative and store operating expenses were $40.9 million
in the first half of Fiscal 1998, compared to $39.5 million in the first half of
Fiscal 1997, principally as a result of increases in bonus compensation and
computer software expenses, partially offset by premiums received by the Company
from a bank on proprietary credit card purchases of Company merchandise. As a
percentage of net sales, general, administrative and store operating expenses
decreased to 20.7% from 21.9%.
During the first half of Fiscal 1998, the Company had operating income
of $15.0 million (7.6% of sales), which excludes the capital gain referred to
below, compared to an operating loss of $0.9 million in the first half of Fiscal
1997.
Net interest income was $0.5 million in the first half of Fiscal 1998
compared to net interest expense of $0.1 million in the first half of Fiscal
1997, primarily from interest earned on a higher level of cash and cash
equivalents.
The Company had a provision for income taxes of $6.8 million in the
first half of Fiscal 1998 and of $0.2 million in the first half of Fiscal 1997.
The Company had net income of $11.8 million for the first half of
Fiscal 1998, including a $2.0 million after tax capital gain, compared with a
net loss of $1.2 million in the first half of Fiscal 1997.
<PAGE> 13
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided from operating activities in the first half of Fiscal
1998 was $20.6 million.
The Company's cash on hand was $50.6 million at August 1, 1998, $19.8
million at August 2, 1997 and $31.1 million at January 31, 1998.
Inventory decreased to $38.0 million at August 1, 1998 from $38.7
million at August 2, 1997 and was $38.0 million at January 31, 1998. The
Company's inventory levels peak in early May and November/December.
During Fiscal 1997, the highest inventory level was $52.1 million.
Import purchases are made in U.S. dollars and are generally financed by
trade letters of credit. Import purchases constituted approximately 48% of total
purchases in Fiscal 1997.
Short-term trade credit represents a significant source of financing
for domestic merchandise purchases. Trade credit arises from the willingness of
the Company's domestic vendors to grant extended payment terms for inventory
purchases and is generally financed either by the vendor or a third-party
factor.
United Retail Group, Inc. and United Retail Incorporated, its
subsidiary (collectively, the "Companies"), are parties to a Financing
Agreement, dated August 15, 1997, as amended September 15, 1997 (the "Financing
Agreement"), with The CIT Group/Business Credit, Inc. ("CIT"). The Financing
Agreement provides a revolving line of credit for a term of three years in the
aggregate amount of $40 million for the Companies, subject to availability of
credit as described in the following paragraphs. The line of credit may be used
on a revolving basis by either of the Companies to support trade letters of
credit and standby letters of credit and to finance loans. As of August 1, 1998,
trade letters of credit for the account of the Company and supported by CIT were
outstanding in the amount of $17.8 million. (A standby letter of credit
supported by CIT was also outstanding for $2.0 million as collateral for
obligations in the ordinary course of business under casualty insurance
policies.)
Subject to the following paragraph, the availability of credit (within
the aggregate $40 million line of credit) to either of the Companies at any time
is the excess of its borrowing base over the sum of (x) the aggregate
outstanding amount of its letters of credit and its revolving loans, if any, and
(y) at CIT's option, the sum of (i) unpaid sales taxes, and (ii) up to $500,000
in total liabilities of the Companies under permitted encumbrances (as defined
in the Financing Agreement). The borrowing base, as to either of the Companies,
is the sum of (x) a percentage of the book value of its eligible inventory (both
on hand and unfilled purchase orders financed with letters of credit), ranging
from 60% to 65% depending on the season, and (y) the balance in an account in
its name that has been pledged to the lenders (a "Pledged Account"). (At August
1, 1998, the combined availability of the Companies was $9.7 million; no balance
was in a Pledged Account; no loan had been drawn down; and the Company's cash on
hand was unrestricted.)
The provisions of the preceding paragraph to the contrary
notwithstanding, the Companies are required to maintain unused at all times
combined availability of at least $5 million. Except for the maintenance of a
minimum availability of $5 million and a limit on capital expenditures, the
Financing Agreement does not contain any financial covenants.
In the event a revolving loan is made to one of the Companies, interest
is payable monthly based on a 360-day year at the prime rate or at two percent
plus the LIBOR rate on a per annum basis, at the borrower's option.
The line of credit is secured by a security interest in inventory and
proceeds and by the balance from time to time in the Pledged Account.
<PAGE> 14
The Financing Agreement also includes certain restrictive covenants
that impose limitations (subject to certain exceptions) on the Companies with
respect to, among other things, making certain investments, declaring or paying
dividends, acquiring Common Stock or preferred stock of the Company, making
loans, engaging in certain transactions with affiliates, or consolidating,
merging or making acquisitions outside the ordinary course of business.
The Company believes that its cash on hand, the availability of credit
under the Financing Agreement and cash flows from operating activities will be
adequate to meet anticipated working capital needs, including seasonal financing
needs, for the next 12 months. This paragraph constitutes forward-looking
information under the Reform Act and is subject to the uncertainties and other
risk factors referred to under the caption "Future Results."
In May 1998, the Company sold its minority equity interest in a
privately held apparel design and manufacturing firm for $3.1 million cash.
PROPRIETARY CREDIT CARD
Purchases of Company merchandise made by customers with the Company's
proprietary credit cards were paid for daily at a discount by a bank through
November 30, 1997. Commencing December 1, 1997, however, the bank has paid a
premium, instead of taking a discount, on proprietary credit card purchases.
During the first half of Fiscal 1998, premiums paid to the Company by the bank
had a material favorable effect on the Company's general, administrative and
store operating expenses.
The Credit Plan Agreement between the Companies and the bank (the
"Credit Agreement") provides for the issuance of the Company's proprietary
credit cards by the bank and contains financial covenants that require that the
Company's (i) consolidated tangible net worth not be less than the sum of $32
million plus for each complete fiscal year ended after February 1, 1992 for
which net income has been positive, 50% of net income, and (ii) consolidated
fixed charges ratio for the four preceding fiscal quarters combined not be less
than 1.0:1.0.
The Companies terminated the Credit Agreement effective January 30,
1999 and entered into a contract with another bank to issue the Company's
proprietary credit cards after January 30, 1999 and to purchase from the first
bank the accounts receivable from credit card customers. There is no assurance
either that discounts will not be taken by the bank on proprietary credit card
purchases in Fiscal 1999 or that such discounts will not have a material adverse
effect on the Company's general, administrative and store operating expenses in
Fiscal 1999.
STORES
The Company leased 509 retail stores at August 1, 1998, of which 300
stores were located in strip shopping centers, 185 stores were located in malls
and 24 stores were located in downtown shopping districts. Total retail square
footage was 2.0 million square feet at August 1, 1998 and August 29, 1998
compared to 2.2 million square feet at the respective dates a year earlier.
The Company intends to pay the costs of opening new stores and
remodeling existing stores from its cash on hand. New stores and newly remodeled
stores will use the Avenue Plus trade name. This paragraph constitutes
forward-looking information under the Reform Act, which is subject to the
uncertainties and other risk factors referred to under the caption "Future
Results".
<PAGE> 15
TAX MATTERS
The Company's federal income tax returns for Fiscal 1994, Fiscal 1995
and Fiscal 1996 are being audited by the Internal Revenue Service. Management
believes that the results of the audits will not have a material adverse effect
on the Company's financial condition or results of operations.
RENOVATING COMPUTERIZED SYSTEMS AND REPLACING EMBEDDED TECHNOLOGY
The Company operates a nationwide chain of specialty apparel retail
stores, imports a significant portion of its inventory, and makes a proprietary
credit card available to its customers. The Company's operations are heavily
dependent on date sensitive computerized systems and embedded technology,
including (i) its management information systems, (ii) the technology, including
microcontrollers, embedded in equipment at the Company's national distribution
center, (iii) the system for issuing and processing trade letters of credit used
by the bank (the "Letter of Credit Provider") that finances the Company's
purchases of inventory abroad and (iv) links that will be established to the
bank (the "Credit Card Bank") that will finance purchasers using the Company's
proprietary credit card after 1999 (see, "-Proprietary Credit Card"). The
Company's headquarters uses a date sensitive voicemail system. The Company's
headquarters and stores are generally affected by date sensitive embedded
technology used to control heating and ventilation and lighting.
Computer programs and embedded technology, including the programs and
technology on which the Company's operations depend, often will mishandle data
that includes a year with digits after "99" (referred to below as "Year 2000
risks").
The Company's management information systems department (the "MIS
Department") is modifying the applications software programs that are essential
to its management information systems to accommodate dates after 1999. The MIS
Department has identified 268 projects to analyze and, if necessary, modify
applications software programs to ensure that they are Year 2000 compliant.
After being modified, programs are validated and implemented as part of each
project. As of August 1, 1998, 198 projects were completed and 39 projects were
underway. The Company's vendor has analyzed the operating systems used by the
Company and is modifying those that were not Year 2000 compliant. (Year 2000
remediation of the applications software programs and operating systems
essential to the Company's management information systems is referred to below
as the "Year 2000 Project.") All work by the MIS Department and the Company's
vendor is scheduled to be completed by late Fiscal 1998. Integrated testing of
the Company's management information systems, including operating systems, is
scheduled to be completed in late Fiscal 1998. There is no assurance, however,
that integrated testing will not reveal the need for further modifications in
the Company's management information systems.
The Company has obtained written certification from the manufacturers
of the equipment that performs essential functions at the national distribution
center stating that the equipment is Year 2000 compliant. There is no assurance,
however, that all the essential equipment at the national distribution center
will function properly after 1999 or that any malfunctions that occur will not
have a material adverse effect on the Company's logistics operations.
The Company has no reason to believe that the trade letter of credit
system used by the Letter of Credit Provider will be unable to accommodate dates
after 1999. The Credit Card Bank has assessed its systems and is in the process
of modifying its systems to make them Year 2000 compliant. There is no
assurance, however, that these banking systems will function properly after 1999
or that any malfunctions that occur will not have a material adverse effect on
the Company's sales. The Company has requested both banks to provide written
statements describing the Year 2000 risks associated with the systems that will
be used in connection with the Company's transactions.
<PAGE> 16
The Company believes that the embedded technology used in energy
management systems to control heating and ventilation and lighting at its
headquarters and its stores can quickly be bypassed manually in the event of a
malfunction because of an inability to accommodate dates after 1999. There is no
assurance, however, that any malfunctions that occur will not have a material
adverse effect on the Company's operations.
Early in Fiscal 1999, the Company will replace its voicemail system
with one that is guaranteed to be Year 2000 compliant by the manufacturer.
The cost of special purchases for the Year 2000 Project accrued through
August 1, 1998 was approximately $0.3 million, substantially all of which was
accrued in the first half of Fiscal 1998. Amounts equal to the internal and
external costs of the Year 2000 Project, however, probably would have been spent
on other software development projects, if the Year 2000 Project had not been
necessary. Other software development projects deferred because of the Year 2000
Project probably would have improved the Company's operational efficiency but
management does not believe that any of the deferred operational improvements
would have been material to its operations.
Budgeted costs of special purchases for the Year 2000 Project in the
second half of Fiscal 1998 and in Fiscal 1999, respectively, are not material in
relation to the Company's general, administrative and store operating expenses
in the comparable previous six and twelve month periods. However, there is no
assurance that unexpected additional costs will not be incurred. The budgeted
cost of replacing the Company's voicemail system is not material.
The inability of computerized systems and embedded technology in
general to accommodate dates after 1999 may cause disruptions in the United
States and abroad in the telecommunications, banking, credit card,
transportation, utilities and apparel manufacturing industries and in government
services. If such disruptions occur, they could have a material adverse effect
on the entire specialty apparel retail industry, including the Company. The
Company has not assessed industry-wide Year 2000 risks. The Company's
contingency plan for Year 2000 risks that might affect the entire industry is to
have multiple, geographically diverse vendors of each major category of goods,
to the extent feasible. The Company will address industry-wide Year 2000 risks
on an ad hoc basis as problems arise, principally by shifting purchase orders to
vendors that are less troubled by Year 2000 problems than their competitors.
The Company intends to modify its management information systems to
make them Year 2000 compliant in all material respects and intends to ensure
that the heating and ventilation, lighting and elevator controls at its
headquarters will be Year 2000 compliant. There is no commercially viable
alternative course of action, so the Company will not develop contingency plans
for such Year 2000 risks.
The Company's contingency plan for Year 2000 risks at its national
distribution center is to replace as quickly as possible any essential equipment
that has malfunctioned because of inability to accommodate dates after 1999.
The Company has contingency plans with respect to heating and
ventilation and lighting controls in its stores that have malfunctioned because
of an inability to accommodate dates after 1999. For stores located in strip
shopping centers, the Company will arrange as quickly as possible for local
maintenance contractors to bypass manually any controls that have malfunctioned.
For stores located in malls and downtown shopping districts, the Company will
promptly notify landlords of systems that have malfunctioned and request
immediate restoration of service. In the case of any unheated stores that have
lights, the Company will also ask store managers to keep the stores open if
weather conditions permit.
<PAGE> 17
There is no assurance that Year 2000 risks will not have a material
adverse effect on the Company's operations and financial condition regardless of
the Company's remediation efforts and contingency plans.
The preceding paragraphs contain forward-looking information under the
Reform Act, which is subject to the uncertainties and other risk factors
referred to under the caption "Future Results."
FUTURE RESULTS
Future results could differ materially from those currently anticipated
by the Company due to unforeseeable problems that might arise and (i)
miscalculation of fashion trends, (ii) shifting shopping patterns, both within
the specialty store sector and in other channels of distribution, (iii) extreme
or unseasonable weather conditions, (iv) imposition by the bank that now issues
the Company's proprietary credit cards of more onerous fees and finance charges
to be paid by credit card customers (the late fees charged to delinquent credit
card customers were increased substantially by the bank in February 1998), (v)
disruptions in the telecommunications, banking, credit card, transportation,
utilities and apparel manufacturing industries in the United States and abroad
caused by the inability of their computerized systems and embedded technology to
accommodate dates after 1999, (vi) economic downturns, weakness in overall
consumer demand, and variations in the demand for women's fashion apparel, (vii)
imposition by vendors, or their third-party factors, of more onerous payment
terms for domestic merchandise purchases, (viii) acceleration in the rate of
business failures and inventory liquidations in the specialty store sector of
the women's apparel industry, and (ix) disruptions in the sourcing of
merchandise abroad, including (a) political instability and economic distress in
South Asia, (b) China's claims to sovereignty over Taiwan, (c) North Korea's
claims to sovereignty over South Korea, (d) exchange rate fluctuations, (e)
trade sanctions or restrictions, (f) changes in quota and duty regulations, (g)
delays in shipping, (h) increased costs of transportation or (i) disruptions in
government services in the United States and abroad caused by the inability of
computerized systems and embedded technology to accommodate dates after 1999,
including delays in the issuance by the United States Customs Service of
clearances on imported merchandise.
<PAGE> 18
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
The following exhibit is filed herewith:
<TABLE>
<CAPTION>
Number Description
------ -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended May 2, 1998 are incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
10.1* 1998 Stock Option Agreement, dated May 21,
1998, between the Corporation and Raphael
Benaroya
10.2* 1998 Stock Option Agreement, dated May 21,
1998, between the Corporation and George R.
Remeta
</TABLE>
The following exhibits to the Corporation's Annual Report on Form 10-K
for the year ended January 31, 1998 are incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
4.1 Amended By-Laws of the Corporation
10.1 Restated Stockholders' Agreement, dated
December 23, 1992, between the Corporation
and certain of its stockholders and Amendment
No. 1, Amendment No. 2 and Amendment No. 3
thereto
10.2 Private Label Credit Program Agreement, dated
January 27, 1998, between the Corporation,
United Retail Incorporated and World
Financial Network National Bank (Confidential
portions have been deleted and filed
separately with the Secretary of the
Commission)
10.4* Restated 1990 Stock Option Plan as of March
6, 1998
10.5* Restated 1990 Stock Option Plan as of May 28,
1996
10.6* Restated 1996 Stock Option Plan as of March
6, 1998
10.7* Restated 1989 Performance Option Plan as of
March 6, 1998
13 Sections of 1997 Annual Report to
Stockholders (including opinion of
Independent Public Accountants) that are
incorporated by reference in response to the
items of the Annual Report on Form 10-K
</TABLE>
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended November 1, 1997 is incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
10.1 Amendment, dated September 15, 1997, to
Financing Agreement among the Corporation,
United Retail Incorporated and The CIT
Group/Business Credit, Inc. ("CIT")
</TABLE>
<PAGE> 19
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended August 2, 1997 are incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
10.1 Financing Agreement, dated August 15, 1997,
among the Corporation, United Retail
Incorporated and CIT
10.2* Amendment No. 1 to Restated Supplemental
Retirement Savings Plan
</TABLE>
The following exhibit to the Corporation's Quarterly Report on Form 10-Q for the
period ended November 2, 1996 is incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
10.1* Restated Supplemental Retirement Savings Plan
</TABLE>
The following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended May 4, 1996 are incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
10.3 Amended and Restated Term Sheet Agreement for
Hosiery, dated as of December 29, 1995,
between The Avenue, Inc. and American
Licensing Group, Inc. (Confidential portions
have been deleted and filed separately with
the Secretary of the Commission)
</TABLE>
The following exhibit to the Corporation's Current Report on Form 8-K, dated
March 22, 1996, is incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
10.3* Employment Agreement, dated March 1, 1996,
between the Corporation and Kenneth P.
Carroll
</TABLE>
The following exhibits to the Corporation's Amended Current Report on Form 8-KA,
dated May 22, 1995, are incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
10.1 Amended and Restated Gloria Vanderbilt
Intimate Apparel Sublicense Agreement, dated
May 22, 1995, between United Retail
Incorporated and American Licensing Group
Limited Partnership ("ALGLP")
10.2 Gloria Vanderbilt Sleepwear Sublicense
Agreement, dated May 22, 1995, between United
Retail Incorporated and ALGLP
</TABLE>
<PAGE> 20
The following exhibits to the Corporation's Annual Report on Form 10-K for the
year ended January 28, 1995 are incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
10.1* Incentive Compensation Program Summary
21 Subsidiaries of the Corporation
</TABLE>
The following exhibits to the Corporation's amended Annual Report on Form 10-KA
for the year ended January 29, 1994 are incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
10.3 Amendment, dated December 6, 1993, to Credit
Agreement between the Corporation and
Citibank
10.4 Term Sheet Agreement, dated as of May 4,
1993, with respect to Amended and Restated
Gloria Vanderbilt Hosiery Sublicense
Agreement
</TABLE>
The following exhibits to the Corporation's Registration Statement on Form S-1
(Registration No. 33-44499), as amended, are incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
3.1 Amended and Restated Certificate of
Incorporation of Registrant
4.1 Specimen Certificate for Common Stock of
Registrant
10.2.1 Software License Agreement, dated as of April
30, 1989, between The Limited Stores, Inc.
and Sizes Unlimited, Inc. (now known as
United Retail Incorporated)
10.2.2 Amendment to Software License Agreement,
dated December 10, 1991
10.7 Amended and Restated Gloria Vanderbilt
Hosiery Sublicense Agreement, dated as of
April 30, 1989, between American Licensing
Group, Inc. (Licensee) and Sizes Unlimited,
Inc. (Sublicensee)
10.12 Amended and Restated Master Affiliate
Sublease Agreement, dated as of July 17,
1989, among Lane Bryant, Inc., Lerner Stores,
Inc. (Landlord) and Sizes Unlimited, Inc.
(Tenant) and Amendment thereto, dated July
17, 1989
10.23* Restated Employment Agreement, dated November
1, 1991, between the Corporation and Raphael
Benaroya
10.25* Restated Employment Agreement, dated November
1, 1991, between the Corporation and George
R. Remeta
10.33* 1991 Stock Option Agreement, dated November
1, 1991, between the Corporation and Raphael
Benaroya
10.34* 1991 Stock Option Agreement, dated November
1, 1991, between the Corporation and George
R. Remeta
10.38 Management Services Agreement, dated August
26, 1989, between American Licensing Group,
Inc. and ALGLP
10.39 First Refusal Agreement, dated as of August
31, 1989, between the Corporation and ALGLP
</TABLE>
<PAGE> 21
10.43 Credit Plan Agreement, dated June 3, 1992,
among the Corporation, Sizes Unlimited, Inc.
and Citibank
-------------
*A compensatory plan for the benefit of the Corporation's management or
a management contract.
(b) No Current Reports on Form 8-K were filed by the Corporation during
the fiscal quarter ended August 1, 1998.
<PAGE> 22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant) UNITED RETAIL GROUP, INC.
By: /S/ GEORGE R. REMETA
------------------------------------------------------
George R. Remeta, Vice Chairman of the Board and Chief
Financial Officer - Authorized Signatory
By: /S/ JON GROSSMAN
-------------------------------------------------------
Jon Grossman, Vice President - Finance and Chief
Accounting Officer
Date: September 11, 1998
<PAGE> 23
EXHIBIT INDEX
The following exhibit is filed herewith:
Number Description
------ -----------
27 Financial Data Schedule
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended May 2, 1998 are incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
10.1* 1998 Stock Option Agreement, dated May 21,
1998, between the Corporation and Raphael
Benaroya
10.2* 1998 Stock Option Agreement, dated May 21,
1998, between the Corporation and George R.
Remeta
</TABLE>
The following exhibits to the Corporation's Annual Report on Form 10-K
for the year ended January 31, 1998 are incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
4.1 Amended By-Laws of the Corporation
10.1 Restated Stockholders' Agreement, dated
December 23, 1992, between the Corporation
and certain of its stockholders and Amendment
No. 1, Amendment No. 2 and Amendment No. 3
thereto
10.2 Private Label Credit Program Agreement, dated
January 27, 1998, between the Corporation,
United Retail Incorporated and World
Financial Network National Bank (Confidential
portions have been deleted and filed
separately with the Secretary of the
Commission)
10.4* Restated 1990 Stock Option Plan as of March
6, 1998
10.5* Restated 1990 Stock Option Plan as of May 28,
1996
10.6* Restated 1996 Stock Option Plan as of March
6, 1998
10.7* Restated 1989 Performance Option Plan as of
March 6, 1998
13 Sections of 1997 Annual Report to
Stockholders (including opinion of
Independent Public Accountants) that are
incorporated by reference in response to the
items of the Annual Report on Form 10-K
</TABLE>
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended November 1, 1997 is incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
10.1 Amendment, dated September 15, 1997, to
Financing Agreement among the Corporation,
United Retail Incorporated and The CIT
Group/Business Credit, Inc. ("CIT")
</TABLE>
<PAGE> 24
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended August 2, 1997 are incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
10.1 Financing Agreement, dated August 15, 1997,
among the Corporation, United Retail
Incorporated and CIT
10.2* Amendment No. 1 to Restated Supplemental
Retirement Savings Plan
</TABLE>
The following exhibit to the Corporation's Quarterly Report on Form 10-Q for the
period ended November 2, 1996 is incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
10.1* Restated Supplemental Retirement Savings Plan
</TABLE>
The following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended May 4, 1996 are incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
10.3 Amended and Restated Term Sheet Agreement for
Hosiery, dated as of December 29, 1995,
between The Avenue, Inc. and American
Licensing Group, Inc. (Confidential portions
have been deleted and filed separately with
the Secretary of the Commission)
</TABLE>
The following exhibit to the Corporation's Current Report on Form 8-K, dated
March 22, 1996, is incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
10.3* Employment Agreement, dated March 1, 1996,
between the Corporation and Kenneth P.
Carroll
</TABLE>
The following exhibits to the Corporation's Amended Current Report on Form 8-KA,
dated May 22, 1995, are incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
10.1 Amended and Restated Gloria Vanderbilt
Intimate Apparel Sublicense Agreement, dated
May 22, 1995, between United Retail
Incorporated and American Licensing Group
Limited Partnership ("ALGLP")
10.2 Gloria Vanderbilt Sleepwear Sublicense
Agreement, dated May 22, 1995, between United
Retail Incorporated and ALGLP
</TABLE>
<PAGE> 25
The following exhibits to the Corporation's Annual Report on Form 10-K for the
year ended January 28, 1995 are incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
10.1* Incentive Compensation Program Summary
21 Subsidiaries of the Corporation
</TABLE>
The following exhibits to the Corporation's amended Annual Report on Form 10-KA
for the year ended January 29, 1994 are incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
10.3 Amendment, dated December 6, 1993, to Credit
Agreement between the Corporation and
Citibank
10.4 Term Sheet Agreement, dated as of May 4,
1993, with respect to Amended and Restated
Gloria Vanderbilt Hosiery Sublicense
Agreement
</TABLE>
The following exhibits to the Corporation's Registration Statement on Form S-1
(Registration No. 33-44499), as amended, are incorporated herein by reference:
<TABLE>
<CAPTION>
Number in Filing Description
---------------- -----------
<S> <C>
3.1 Amended and Restated Certificate of
Incorporation of Registrant
4.1 Specimen Certificate for Common Stock of
Registrant
10.2.1 Software License Agreement, dated as of April
30, 1989, between The Limited Stores, Inc.
and Sizes Unlimited, Inc. (now known as
United Retail Incorporated)
10.2.2 Amendment to Software License Agreement,
dated December 10, 1991
10.7 Amended and Restated Gloria Vanderbilt
Hosiery Sublicense Agreement, dated as of
April 30, 1989, between American Licensing
Group, Inc. (Licensee) and Sizes Unlimited,
Inc. (Sublicensee)
10.12 Amended and Restated Master Affiliate
Sublease Agreement, dated as of July 17,
1989, among Lane Bryant, Inc., Lerner Stores,
Inc. (Landlord) and Sizes Unlimited, Inc.
(Tenant) and Amendment thereto, dated July
17, 1989
10.23* Restated Employment Agreement, dated November
1, 1991, between the Corporation and Raphael
Benaroya
10.25* Restated Employment Agreement, dated November
1, 1991, between the Corporation and George
R. Remeta
10.33* 1991 Stock Option Agreement, dated November
1, 1991, between the Corporation and Raphael
Benaroya
10.34* 1991 Stock Option Agreement, dated November
1, 1991, between the Corporation and George
R. Remeta
10.38 Management Services Agreement, dated August
26, 1989, between American Licensing Group,
Inc. and ALGLP
10.39 First Refusal Agreement, dated as of August
31, 1989, between the Corporation and ALGLP
</TABLE>
<PAGE> 26
10.43 Credit Plan Agreement, dated June 3, 1992,
among the Corporation, Sizes Unlimited, Inc.
and Citibank
-------------
*A compensatory plan for the benefit of the Corporation's management or
a management contract.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-30-1999
<PERIOD-START> MAY-03-1998
<PERIOD-END> AUG-01-1998
<CASH> 50,641
<SECURITIES> 0
<RECEIVABLES> 765
<ALLOWANCES> 0
<INVENTORY> 38,040
<CURRENT-ASSETS> 95,875
<PP&E> 107,957
<DEPRECIATION> 61,811
<TOTAL-ASSETS> 150,422
<CURRENT-LIABILITIES> 39,160
<BONDS> 9,751
0
0
<COMMON> 14
<OTHER-SE> 94,872
<TOTAL-LIABILITY-AND-EQUITY> 150,422
<SALES> 102,175
<TOTAL-REVENUES> 102,175
<CGS> 73,419
<TOTAL-COSTS> 73,419
<OTHER-EXPENSES> 20,947
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (355)
<INCOME-PRETAX> 11,277
<INCOME-TAX> 4,039
<INCOME-CONTINUING> 7,238
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,238
<EPS-PRIMARY> 0.55
<EPS-DILUTED> 0.52
</TABLE>
