<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(x) Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange
Act of 1934 for the Quarterly Period Ended November 2, 1996.
( ) Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the Transition Period from _________ to
__________.
Commission File No. 0-20036
THE MEN'S WEARHOUSE, INC.
(Exact name of registrant as specified in its charter)
--------------------
Texas 74-1790172
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5803 Glenmont Drive
Houston, Texas 77081
(Address of principal executive offices) (Zip code)
(713) 295-7200
(Registrant's telephone number including area code)
Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
----- -----
As of December 6, 1996 there were 20,921,456 common shares, $.01 par value, of
the registrant outstanding.
<PAGE> 2
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
OCTOBER 28, NOVEMBER 2, FEBRUARY 3,
ASSETS 1995 1996 1996
------------ ------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash $ 1,595,000 $ 14,481,000 $ 2,547,000
Inventories 162,913,000 182,383,000 136,797,000
Other current assets 4,981,000 8,070,000 5,663,000
------------ ------------ ------------
Total Current Assets 169,489,000 204,934,000 145,007,000
------------ ------------ ------------
PROPERTY AND EQUIPMENT, NET 54,901,000 66,870,000 57,145,000
OTHER ASSETS 1,968,000 10,746,000 1,953,000
------------ ------------ ------------
TOTAL $226,358,000 $282,550,000 $204,105,000
============ ============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 49,919,000 $ 52,680,000 $ 33,810,000
Accrued expenses 12,039,000 14,025,000 16,507,000
Income taxes payable 2,612,000 2,471,000 5,276,000
Current portion of obligations under
capital leases 650,000 513,000 616,000
------------ ------------ ------------
Total Current Liabilities 65,220,000 69,689,000 56,209,000
LONG-TERM DEBT 27,500,000 57,500,000 4,250,000
OBLIGATIONS UNDER CAPITAL LEASES 580,000 54,000 415,000
OTHER LONG-TERM LIABILITIES 4,623,000 6,584,000 6,270,000
------------ ------------ ------------
Total Liabilities 97,923,000 133,827,000 67,144,000
------------ ------------ ------------
SHAREHOLDERS' EQUITY:
Common stock 139,000 210,000 209,000
Capital in excess of par 77,328,000 78,057,000 77,299,000
Retained earnings 51,688,000 71,035,000 60,173,000
------------ ------------ ------------
Total 129,155,000 149,302,000 137,681,000
Treasury common stock, at cost (720,000) (579,000) (720,000)
------------ ------------ ------------
Total Shareholders' Equity 128,435,000 148,723,000 136,961,000
------------ ------------ ------------
TOTAL $226,358,000 $282,550,000 $204,105,000
============ ============ ============
</TABLE>
See notes to consolidated financial statements.
<PAGE> 3
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
FOR THE INTERIM PERIODS ENDED
OCTOBER 28, 1995 AND NOVEMBER 2, 1996
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------
1995 1996
----------- ------------
<S> <C> <C>
Net Sales $92,864,000 $110,276,000
Cost of goods sold, including buying and
occupancy costs 57,350,000 67,771,000
----------- ------------
Gross margin 35,514,000 42,505,000
Selling, general and administrative expenses 29,716,000 35,376,000
----------- ------------
Operating income 5,798,000 7,129,000
Interest expense (net of interest income of $34,000
and $164,000 in 1995 and 1996, respectively) 614,000 755,000
----------- ------------
Earnings before income taxes 5,184,000 6,374,000
Provision for income taxes 2,138,000 2,630,000
----------- ------------
Net earnings $ 3,046,000 $ 3,744,000
=========== ============
Net earnings per share of common stock $ 0.15 $ 0.18
=========== ============
Weighted average number of common and
common equivalent shares outstanding 20,934,000 21,163,000
=========== ============
</TABLE>
See notes to the consolidated financial statements.
<PAGE> 4
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
FOR THE INTERIM PERIODS ENDED
OCTOBER 28, 1995 AND NOVEMBER 2, 1996
<TABLE>
<CAPTION>
NINE MONTHS ENDED
------------------------------------
1995 1996
------------ -----------
<S> <C> <C>
Net Sales $259,933,000 $312,858,000
Cost of goods sold, including buying and
occupancy costs 160,343,000 192,429,000
------------ ------------
Gross margin 99,590,000 120,429,000
Selling, general and administrative expenses 83,840,000 100,347,000
------------ ------------
Operating income 15,750,000 20,082,000
Interest expense (net of interest income of $71,000
and $926,000 in 1995 and 1996, respectively) 2,094,000 1,594,000
------------ ------------
Earnings before income taxes 13,656,000 18,488,000
Provision for income taxes 5,633,000 7,626,000
------------ ------------
Net earnings $ 8,023,000 $10,862,000
============ ============
Net earnings per share of common stock $ 0.40 $ 0.51
============ ============
Weighted average number of common and
common equivalent shares outstanding 19,877,000 21,196,000
============ ============
</TABLE>
See notes to the consolidated financial statements.
<PAGE> 5
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE INTERIM PERIODS ENDED
OCTOBER 28, 1995 AND NOVEMBER 2, 1996
<TABLE>
<CAPTION>
NINE MONTHS ENDED
-----------------------------------
1995 1996
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Earnings $ 8,023,000 $ 10,862,000
Adjustments to reconcile net earnings to
net cash provided (used) by operating activities:
Depreciation and amortization 6,842,000 8,693,000
Increase in inventories (54,725,000) (45,586,000)
(Increase) decrease in other assets 253,000 (3,332,000)
Increase in accounts payable and
accrued expenses 19,478,000 17,012,000
(Decrease) increase in income taxes payable 41,000 (1,759,000)
Increase in other liabilities 459,000 314,000
------------ ------------
Net cash provided (used) by operating activities (19,629,000) (13,796,000)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (18,271,000) (25,530,000)
Proceeds from sale of capital assets 505,000 1,244,000
------------ ------------
Net cash used by investing activities (17,766,000) (24,286,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from sale of Notes - 55,500,000
Bank borrowings 45,820,000 18,750,000
Principal payments on bank debt (41,820,000) (23,000,000)
Principal payments under capital lease obligations (564,000) (464,000)
Payments of deferred loan costs (104,000) -
Net proceeds from issuance of stock 34,668,000 -
Exercise of stock options 420,000 585,000
Option shares relinquished for tax obligations (659,000) (1,355,000)
------------ ------------
Net cash provided by financing activities 37,761,000 50,016,000
------------ ------------
INCREASE IN CASH 366,000 11,934,000
------------ ------------
CASH:
Beginning of period 1,229,000 2,547,000
------------ ------------
End of period $ 1,595,000 $ 14,481,000
============ ============
</TABLE>
See notes to consolidated financial statements.
<PAGE> 6
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The consolidated balance sheets as of October 28, 1995 and November 2, 1996 and
the consolidated statements of earnings and cash flows for the interim periods
ended October 28, 1995 and November 2, 1996 have been prepared by the Company,
without audit. In the opinion of management, all adjustments (which include
only normal recurring accruals) considered necessary to present fairly the
financial position, results of operations and cash flows of the Company at
October 28, 1995 and November 2, 1996 and for all periods presented, have been
made.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been omitted from these interim financial statements. It is
suggested that these consolidated financial statements be read in conjunction
with the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K.
The results of operations for the nine months ended November 2, 1996 are not
necessarily indicative of the operating results that may be expected for the
year ending February 1, 1997.
2. Earnings per Share
The computation of net earnings per share for the nine months ended October 28,
1995 has been retroactively adjusted to give effect to the 3-for-2 stock split
declared on October 20, 1995, which was effected as a 50% stock dividend to
shareholders.
3. Supplemental Disclosures of Cash Flow Information
<TABLE>
<CAPTION>
Nine Months Ended
-----------------
1995 1996
---- ----
<S> <C> <C>
Cash paid during the period for:
Interest $ 1,966,000 $ 1,946,000
=========== ============
Income taxes $ 5,592,000 $ 9,385,000
=========== ============
Non-cash investing and financing activities:
Additional paid in capital resulting from tax
benefit recognized upon exercise of stock options $ 540,000 $ 1,046,000
============ ============
Treasury stock issued to employee stock ownership plan $ 500,000 $ 625,000
============ ============
</TABLE>
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
General
In large part, changes in net sales and operating results are impacted by the
number of stores operating during the fiscal period. The following information
is provided with respect to stores in operation during each of the respective
fiscal periods. References herein to years are to the Company's 52 - or 53 -
week fiscal year which ends on the Saturday nearest January 31 in the following
calendar year. For example, references to "1996" mean the fiscal year ending
February 1, 1997.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended Fiscal Year Ended
------------------ ------------------ -----------------
Oct. 28, Nov. 2, Oct. 28, Nov. 2, February 3,
1995 1996 1995 1996 1996
------------------ ------------------ -----------------
<S> <C> <C> <C> <C> <C>
Stores open at beginning of period 258 297 231 278 231
Opened during period 8 18 36 37 48
Closed during period - - (1) - (1)
--- --- --- --- ---
Stores open at end of period 266 315 266 315 278
=== === === === ===
</TABLE>
Results of Operations - Three Months
Net sales in the third quarter of 1996 increased $17.4 million, or 18.8%, over
the prior year due to a comparable store sales increase as well as sales from
stores opened after October 28, 1995. Comparable store sales (which are
calculated by excluding the net sales of a store for any month of one period if
the store was not open throughout the same month of the prior year) increased
.3% over the third quarter of 1995. Comparable store sales increased 8.2% in
the third quarter of 1995 over the third quarter of 1994.
In the third quarter of 1996, gross margin increased by $7.0 million as
compared to the third quarter of 1995 and as a percentage of net sales
increased from 38.2% to 38.5%. This improvement in gross margin resulted from
a decrease in product costs as a percentage of net sales, partially offset by
an increase in occupancy costs as a percentage of net sales.
Selling, general and administrative costs for the third quarter of 1996
increased $5.7 million as compared to the third quarter of 1995, and as a
percentage of net sales increased from 32.0% to 32.1%. All the principal
components of selling, general and administrative costs increased as a result
of the Company's growth. As a percentage of net sales, advertising expense
and non-store general and administrative costs increased from 6.7% to 7.0% and
from 12.0% to 12.5%, respectively, while store salaries as a percentage of net
sales decreased from 13.3% to 12.6%.
Interest expense, net of interest income, increased from $614,000 in the third
quarter of 1995 to $755,000 in the third quarter of 1996. Weighted average
borrowings outstanding, including obligations under capital leases, increased
from $33.2 million in the third quarter of 1995 to $58.1 million in the third
quarter of 1996, while the weighted average interest rate on outstanding
indebtedness decreased from 7.8% to 6.3%, respectively. The effective interest
rate includes commitment fees pursuant to the Credit Agreement (see Liquidity
and Capital Resources) under which no indebtedness was outstanding during the
third quarter of 1996. Interest expense associated with the 5 1/4% Convertible
Subordinated Notes (see Liquidity and Capital Resources) was offset by interest
income of $164,000 resulting from the investment of excess cash in short-term
securities during the third quarter of 1996.
The effective tax rate remained unchanged between the quarters at approximately
41.3%.
<PAGE> 8
The factors discussed above resulted in net earnings of $3,744,000, or 3.4% of
net sales, for the third quarter of 1996 as compared to $3,046,000, or 3.3% of
net sales, for the third quarter of 1995.
Results of Operations - Nine Months
Net sales in the first nine months of 1996 increased $52.9 million, or 20.4%,
over the prior year due to a comparable store sales increase as well as sales
from stores opened in 1995 and 1996. Comparable store sales increased 2.8%
over the first nine months of 1995. Comparable store sales increased 6.4% in
the first nine months of 1995 as compared to the first nine months of 1994.
In the first nine months of 1996, gross margin increased by $20.8 million as
compared to the first nine months of 1995 and as a percentage of net sales
increased from 38.3% to 38.5%. This improvement in gross margin resulted from
a decrease in product and alteration costs as a percentage of net sales,
partially offset by an increase in occupancy costs as a percentage of net
sales.
Selling, general and administrative costs for the first nine months of 1996
increased $16.5 million as compared to the first nine months of 1995, yet as a
percentage of net sales decreased from 32.3% to 32.1%. All the principal
components of selling, general and administrative costs increased as a result
of the Company's growth. As a percentage of net sales, advertising expense
and other store and non-store general and administrative costs increased from
6.8% to 6.9% and from 12.2% to 12.4%, respectively, while store salaries as a
percentage of net sales decreased from 13.3% to 12.8%.
Interest expense, net of interest income, decreased from $2.1 million in the
first nine months of 1995 to $1.6 million in the first nine months of 1996.
Weighted average borrowings outstanding, including obligations under capital
leases, increased from $35.5 million in the first nine months of 1995 to $53.5
million in the first nine months of 1996, while the weighted average interest
rate on outstanding indebtedness decreased from 8.1% to 6.3%, respectively.
The effective interest rate includes commitment fees paid pursuant to the
Credit Agreement (see Liquidity and Capital Resources) under which indebtedness
was outstanding for only a portion of the first quarter of 1996. Interest
expense associated with the 5 1/4% Convertible Subordinated Notes (see
Liquidity and Capital Resources) was offset by interest income of $926,000
resulting from the investment of excess cash in short-term securities during
the first nine months of 1996.
The effective tax rate remained unchanged between the periods at approximately
41.3%.
The factors discussed above resulted in net earnings of $10,862,000, or 3.5% of
net sales, for the first nine months of 1996 as compared to $8,023,000, or 3.1%
of net sales, for the first nine months of 1995.
Liquidity and Capital Resources
In March 1996, the Company sold $57.5 million of 5 1/4% Convertible
Subordinated Notes (the "Notes") due 2003. The Notes are convertible into
Common Stock at a conversion price of $34.125 per share. A portion of the net
proceeds from the Notes was used to repay outstanding indebtedness under the
Credit Agreement and the balance has been invested in short-term interest
bearing securities or otherwise used to minimize borrowings under the Credit
Agreement, pending use for strategic opportunities or other general corporate
purposes. Interest on the Notes is payable semi-annually on March 1 and
September 1 of each year.
<PAGE> 9
The change in the Company's cash position during the nine months ended November
2, 1996 results from the following combination of factors:
o Receipt of net proceeds from the sale of the Notes.
o Application of the net proceeds from the sale of the Notes against the
Company's indebtedness under the Credit Agreement.
o Net cash used in operations, principally related to an inventory
increase due to seasonal inventory buildup and the addition of 33
stores opened during the nine months ended November 2, 1996, as well
as the purchase of inventory for stores to be opened in the fourth
quarter of 1996.
o Use of cash in connection with capital expenditures related to new
stores opened during the nine months ended, or under construction at,
November 2, 1996, telecommunication and computer equipment and other
purposes.
In March 1995, the Company entered into a second amended and restated Credit
Agreement with its bank group (the "1995 Credit Agreement") that became
effective on June 30, 1995. The 1995 Credit Agreement provides for borrowings
under two separate revolving facilities of up to $100 million through June 30,
1998 and may be extended for a maximum of two years subject to approval of all
of the banks. The first facility allows the Company to borrow up to $75
million and the second facility, which can be activated and deactivated at the
discretion of the Company, allows the Company to borrow up to $25 million. On
June 30, 1998 (subject to extension as discussed above), the Company may
convert all amounts then outstanding under the revolving facilities to a term
loan that is payable in equal quarterly principal installments (based on a five
year amortization schedule) and matures at the end of three years (June 30,
2003, assuming extensions). As of November 2, 1996, the Company had no
indebtedness outstanding under the Credit Agreement.
Advances under the Credit Agreement bear interest at a rate per annum equal to,
at the Company's option, (i) the bank's prime rate or (ii) the reserve adjusted
LIBOR rate plus an interest rate margin varying between 1.00% to 1.50%. The
Credit Agreement provides for facility fees applicable to commitments under
each facility of (i) .125% with respect to the first facility and (ii) .1875%
with respect to the second facility during periods in which it is activated or
.0625% with respect to periods in which it is not activated.
The Credit Agreement contains certain restrictive and financial covenants,
including a requirement to maintain a minimum amount of Consolidated Tangible
Net Worth (as defined in the Credit Agreement). The Credit Agreement also
specifies that for 30-day periods that include the last day of each fiscal year
during the revolving period, amounts drawn under the revolving credit facility
cannot exceed $60 million. The Company is also required to maintain certain
debt to equity, cash flow and current ratios and must keep its average store
inventories below certain specified amounts. In addition, the Company is
prohibited, subject to certain exceptions, from incurring additional
indebtedness (including capital leases) or creating liens, making certain
Restricted Payments (as defined in the Credit Agreement), making Investments
(as defined in the Credit Agreement) and paying dividends on the Common Stock,
other than in shares of Common Stock. The Credit Agreement also permits but
has certain limitations regarding the Company's ability to merge or consolidate
with another company, sell or dispose of its property, make acquisitions, issue
options or enter into transactions with affiliates. As of November 2, 1996,
the Company is in compliance with the covenants in the Credit Agreement.
<PAGE> 10
The Company entered into an asset purchase agreement with C&R Clothiers, Inc.
("C&R"), a privately-held retailer of men's tailored clothing operating 23
stores in Southern California, on November 13, 1996, concurrent with C&R's
filing of its Chapter 11 case under federal bankruptcy law. Under the
agreement, the Company would assume leases for up to 19 C&R stores, enter into
a lease for C&R's current distribution center in Culver City, California, and
acquire its inventory and certain other assets. Depending upon the ultimate
number of leases assumed and remaining levels of inventory at the time the
transaction closes, the total cost of the transaction could be up to $13.5
million and will be funded by the Company's cash from operations and facilities
under the Credit Agreement. Assuming the successful completion of this
transaction, the Company will use the acquisition to launch a new division
selling lower-priced men's apparel which would operate under the name C&R
Clothiers. This transaction is subject to bankruptcy court approval; thus, the
consummation and timing of the acquisition remain uncertain.
The Company anticipates opening a total of approximately 50 new stores in the
current fiscal year, including the 33 opened in the first nine months but not
including the proposed acquisition of approximately 19 C&R stores. The
continuing consolidation of the men's tailored clothing industry and recent
financial difficulties of significant menswear retailers and manufacturers may
present the Company with opportunities to acquire retail chains or acquire
brand names which may be used in connection with the Company's direct sourcing
program. These potential transactions could be significantly larger than the
Company's past acquisitions. The Company may use cash on hand, together with
its cash flow from operations and borrowings under the Credit Agreement, to
take advantage of significant acquisition opportunities.
The Company anticipates that its existing cash and cash flow from operations,
supplemented by borrowings under the Credit Agreement, will be sufficient to
fund its planned store openings, other capital expenditures and other operating
cash requirements for at least the next twelve months.
In connection with the Company's direct sourcing program, the Company may enter
into purchase commitments that are denominated in a foreign currency. The
Company generally enters into forward exchange contracts to reduce the risk of
currency fluctuations related to such commitments. The majority of the forward
exchange contracts are with one financial institution. Therefore, the Company
is exposed to credit risk in the event of nonperformance by this party.
However, due to the creditworthiness of this major financial institution, full
performance is anticipated. The Company may also be exposed to market risk as
a result of changes in foreign exchange rates. This market risk should be
substantially offset by changes in the valuation of the underlying transactions
being hedged.
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11.1 Statement of Computation of Net Earnings Per Share.
27 Financial Data Schedule
(b) The Company was not required to file any reports on Form 8-K during
the 26 weeks ended November 2, 1996.
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
The Men's Wearhouse, Inc.
(REGISTRANT)
/s/
- -------------------------------------
David H. Edwab
Chief Operating and Financial Officer
December 13, 1996
/s/
- -------------------------------------
Gary G. Ckodre
Chief Accounting Officer
December 13, 1996
<PAGE> 13
INDEX TO EXHIBITS
Sequentially
Numbered Pages
--------------
11.1 Statement of Computation of Net Earnings Per Share.
27 Financial Data Schedule
<PAGE> 1
EXHIBIT 11.1
<PAGE> 2
EXHIBIT 11.1
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
STATEMENT OF COMPUTATION OF NET EARNINGS PER SHARE
FOR THE INTERIM PERIODS ENDED OCTOBER 28, 1995 AND NOVEMBER 2, 1996
<TABLE>
<CAPTION>
Three Months Ended
------------------
1995 1996
---- ----
<S> <C> <C>
Shares outstanding - beginning of period 19,084,000 20,909,000
Shares issued during period - weighted average:
Public offerings 1,489,000 -
Options exercised 2,000 -
Common stock equivalents - weighted average:
Shares issuable upon exercise of stock
options granted (treasury stock method) 359,000 254,000
------------ ----------
Weighted average number of common and common
equivalent shares 20,934,000 21,163,000
========== ==========
Net earnings applicable to common stock $3,046,000 $3,744,000
========== ==========
Primary and fully diluted earnings per share $ .15 $ .18
=========== ==========
</TABLE>
================================================================================
<TABLE>
<CAPTION>
Nine Months Ended
-----------------
1995 1996
---- ----
<S> <C> <C>
Shares outstanding - beginning of period 18,986,000 20,820,000
Shares issued during period - weighted average:
Public offerings 496,000 -
Options exercised 56,000 61,000
Contribution to Employee Stock Plan 25,000 17,000
Common stock equivalents - weighted average:
Shares issuable upon exercise of stock
options granted (treasury stock method) 314,000 298,000
---------- -----------
Weighted average number of common and common
equivalent shares 19,877,000 21,196,000
========== ===========
Net earnings applicable to common stock $8,023,000 $10,862,000
========== ===========
Primary and fully diluted earnings per share $ .40 $ .51
========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS ON FORM 10-Q AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-01-1997
<PERIOD-START> FEB-04-1996
<PERIOD-END> NOV-02-1996
<CASH> 14,481
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 182,383
<CURRENT-ASSETS> 204,934
<PP&E> 104,678
<DEPRECIATION> 37,808
<TOTAL-ASSETS> 282,550
<CURRENT-LIABILITIES> 69,689
<BONDS> 57,500
0
0
<COMMON> 210
<OTHER-SE> 148,513
<TOTAL-LIABILITY-AND-EQUITY> 282,550
<SALES> 312,858
<TOTAL-REVENUES> 312,858
<CGS> 192,429
<TOTAL-COSTS> 192,429
<OTHER-EXPENSES> 100,347
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,520
<INCOME-PRETAX> 18,488
<INCOME-TAX> 7,626
<INCOME-CONTINUING> 10,862
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,862
<EPS-PRIMARY> 0.51
<EPS-DILUTED> 0
</TABLE>
