<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the thirteen week period ended November 28, 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 0-20184
The Finish Line, Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 35-1537210
- --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) identification number)
3308 North Mitthoeffer Road Indianapolis, Indiana 46236
- -------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
317-899-1022
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
______________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Shares of common stock outstanding at December 18, 1998:
Class A 17,592,071
Class B 7,244,068
Page 1 of 14
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE FINISH LINE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
NOVEMBER 28, FEBRUARY 28,
1998 1998
------------ ------------
<S> <C> <C>
ASSETS (unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 9,139 $ 28,113
Short-term marketable securities 3,000 7,886
Accounts receivable 13,605 4,668
Merchandise inventories 146,741 130,150
Deferred income taxes 2,787 2,275
Other 1,794 1,988
Income taxes recoverable 1,960 --
-------- --------
Total current assets 179,026 175,080
PROPERTY AND EQUIPMENT:
Land 315 315
Building 10,637 7,517
Leasehold improvements 69,398 49,549
Furniture, fixtures, and equipment 29,267 21,547
Construction in progress 344 3,828
-------- --------
109,961 82,756
Less accumulated depreciation 26,858 21,844
-------- --------
83,103 60,912
OTHER ASSETS:
Marketable securities 16,156 17,810
Deferred income taxes 2,069 1,951
Other 258 225
-------- --------
18,483 19,986
-------- --------
Total assets $280,612 $255,978
======== ========
</TABLE>
See accompanying notes.
Page 2 of 14
<PAGE>
THE FINISH LINE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
NOVEMBER 28, FEBRUARY 28,
1998 1998
------------ ------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY (unaudited)
CURRENT LIABILITIES:
Accounts Payable $ 57,540 $ 38,790
Notes payable to bank 3,000 --
Employee compensation and related payroll taxes 4,245 5,154
Accrued income taxes -- 3,377
Accrued property and sales tax 3,085 3,352
Other liabilities and accrued expenses 5,635 3,585
-------- --------
Total current liabilities 73,505 54,258
Long-term deferred rent payments 5,138 4,598
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 1,000 shares authorized; none issued -- --
Common stock, $.01 par value
Class A:
Shares authorized - 30,000
Shares issued and outstanding - (November 28, 1998 - 17,591;
February 28, 1998 - 18,170) 189 182
Class B:
Shares authorized - 12,000
Shares issued and outstanding - (November 28, 1998 - 7,244;
February 28, 1998 - 7,842) 72 78
Additional paid-in capital 121,911 119,181
Retained earnings 92,239 78,218
Treasury stock - (November 28, 1998 -1,363;
February 28, 1998 - 40) (12,442) (537)
-------- -------
Total stockholders' equity 201,969 197,122
-------- --------
Total liabilities and stockholders' equity $280,612 $255,978
======== ========
</TABLE>
See accompanying notes.
Page 3 of 14
<PAGE>
THE FINISH LINE, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty Nine Weeks Ended
---------------------- -----------------------
NOV. 28, NOV. 29, NOV. 28, NOV. 29,
1998 1997 1998 1997
-------- ------- -------- --------
<S> <C> <C> <C> <C>
Net sales $109,655 $95,928 $370,976 $302,192
Cost of sales
(including occupancy expenses) 81,874 67,557 263,464 208,638
-------- ------- -------- --------
Gross profit 27,781 28,371 107,512 93,554
Selling, general,
and administrative expenses 27,454 23,141 86,096 67,968
-------- ------- -------- --------
Operating income 327 5,230 21,416 25,586
Interest income - net. (313) (624) (1,200) (2,058)
-------- ------- -------- --------
Income before income taxes 640 5,854 22,616 27,644
Provision for income taxes 244 2,240 8,595 10,575
-------- ------- -------- --------
Net income $ 396 $ 3,614 $ 14,021 $ 17,069
======== ======= ======== ========
Basic net income per share $ .02 $ .14 $ .54 $ .66
======== ======= ======== ========
Basic weighted average shares 25,088 25,943 25,776 25,955
======== ======= ======== ========
Diluted net income per share $ .02 $ .14 $ .54 $ .65
======== ======= ======== ========
Diluted weighted average shares 25,274 26,317 26,106 26,319
======== ======= ======== ========
</TABLE>
See accompanying notes.
Page 4 of 14
<PAGE>
THE FINISH LINE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(In thousands) (Unaudited)
<TABLE>
<CAPTION>
Thirty-Nine Weeks Ended
----------------------------
NOVEMBER 28, NOVEMBER 29,
1998 1997
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income $14,021 $17,069
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 7,752 5,410
Contribution of treasury stock to profit shares plan 981 1,039
Deferred income taxes (630) 1,066
(Gain) loss on disposal of property and equipment 8 (4)
Changes in operating assets and liabilities:
Accounts receivable (8,937) (5,960)
Merchandise inventories (16,591) (61,013)
Other current assets 194 404
Other assets (33) (237)
Accounts payable 18,750 26,081
Employee compensation and related payroll taxes (909) (689)
Accrued income taxes payable/recoverable (5.337) (7,450)
Other liabilities and accrued expenses 1,783 609
Deferred rent payments 540 540
------- -------
Net cash provided by (used in) operating activities 11,592 (23,135)
INVESTING ACTIVITIES:
Purchases of property and equipment (29,955) (20,995)
Proceeds from disposal of property and equipment 4 19
Purchase of marketable securities (1,970) (2,630)
Proceeds from maturity of short-term marketable securities 8,510 4,626
------- -------
Net cash used in investing activities (23,411) (18,980)
FINANCING ACTIVITIES:
Proceeds from short-term debt 24,100 12,050
Principal payments on short-term debt (21,100) (12,050)
Proceeds and tax benefits from exercise of stock options 2,287 657
Purchase of treasury stock (12,442) (693)
------- -------
Net cash used in financing activities (7,155) (36)
------- -------
Net decrease in cash and cash equivalents (18,974) (42,151)
Cash and cash equivalents at beginning of period 28,113 51,212
------- -------
Cash and cash equivalents at end of period $9,139 $9,061
======= =======
</TABLE>
See accompanying notes.
Page 5 of 14
<PAGE>
THE FINISH LINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited financial statements of The Finish Line, Inc. and
its wholly-owned subsidiary Spike's Holding, Inc. (collectively the "Company")
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, consisting
only of normal recurring adjustments, considered necessary for a fair
presentation, have been included.
The Company has experienced, and expects to continue to experience,
significant variability in sales and net income from quarter to quarter.
Therefore, the results of the interim periods presented herein are not
necessarily indicative of the results to be expected for any other interim
period or the full year.
Except for the historical information contained herein, the matters
discussed in this filing are forward looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in any of the forward looking statements. Such risks and
uncertainties include, but are not limited to, product demand and market
acceptance risks, the effect of economic conditions, the effect of competitive
products and pricing, the availability of products, management of growth, and
the other risks detailed in the Company's Securities and Exchange Commission
filings.
These financial statements should be read in conjunction with the financial
statements and notes thereto for the year ended February 28, 1998.
2. Purchase of Treasury Stock
During the thirteen weeks ended November 28, 1998, the Company purchased
1,313,000 shares of its Class A Common Stock in the open market at an average
price of $8.96 per share for an aggregate purchase amount of $11.8 million. The
treasury shares may be issued upon the exercise of employee stock options or for
other corporate purposes.
Page 6 of 14
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The following table and subsequent discussion sets forth operating data of
the Company as a percentage of net sales for the periods indicated below. The
following discussion and analysis should be read in conjunction with the
unaudited Financial Statements included elsewhere herein.
<TABLE>
<CAPTION>
Thirteen Thirty - Nine
Weeks Ended Weeks Ended
------------------ ------------------
NOV. 28, NOV. 29, NOV. 28, NOV. 29,
1998 1997 1998 1997
-------- ------- -------- --------
(Unaudited)(Unaudited) (Unaudited)(Unaudited)
<S> <C> <C> <C> <C>
Income Statement Data:
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales (including occupancy costs) 74.7 70.4 71.0 69.0
------- ------ ------- -------
Gross profit 25.3 29.6 29.0 31.0
Selling, general and administrative expenses 25.0 24.1 23.2 22.5
------- ------ ------- -------
Operating income .3 5.5 5.8 8.5
Interest income - net (.3) (.6) (.3) (.6)
------- ------ ------- -------
Income before income taxes .6 6.1 6.1 9.1
Provision for income taxes .2 2.3 2.3 3.5
------- ------ ------- -------
Net income .4% 3.8% 3.8% 5.6%
======= ====== ======= =======
</TABLE>
Page 7 of 14
<PAGE>
THIRTEEN WEEKS ENDED 11/28/98 COMPARED TO THIRTEEN WEEKS ENDED 11/29/97
Net sales increased 14.3% to $109.7 million for the thirteen weeks ended
November 28, 1998 from $95.9 million for the thirteen weeks ended November 29,
1997. This increase in net sales was primarily attributable to net sales from
new stores partially offset by a comparable store sales decrease. As of
November 28, 1998, the number of stores in operation increased 18.9% to 358 from
301 at November 29, 1997. During the thirteen weeks ended November 28, 1998, the
Company's comparable store sales decreased 5.4% compared to the same period in
the prior year. Comparable footwear net sales for the thirteen weeks ended
November 28, 1998 decreased approximately 0.4% versus the quarter ended November
29, 1997. Comparable activewear and accessories net sales decreased
approximately 14.8% for the comparable period. Net sales per square foot
decreased to $62 from $72 for the same thirteen week period of the prior year.
Gross profit for the thirteen weeks ended November 28, 1998 was $27.8
million, a decrease of $590,000 over the thirteen weeks ended November 29, 1997.
During this same period, gross profit decreased to 25.3% of net sales versus
29.6% for the prior year. Of this 4.3% decrease, 2.5% was due to an increase in
occupancy costs as a percentage of net sales, 1.5% was due to a decrease in
margins for product sold and .3% was due to increased inventory shrink expense.
Selling, general and administrative expenses increased $4.3 million (18.6%)
to $27.5 million (25.0% of net sales) for the thirteen weeks ended November 28,
1998 from $23.1 million (24.1% of net sales) for the thirteen weeks ended
November 29, 1997. This dollar increase was primarily attributable to the
operating costs related to operating 57 additional stores at November 28, 1998
versus November 29, 1997. The increase as a percentage of net sales is
primarily attributable to higher store payroll costs and weaker sales during
this thirteen week period.
Net interest income was $313,000 (.3% of net sales) for the thirteen weeks
ended November 28, 1998, compared to net interest income of $624,000 (.6% of net
sales) for the thirteen weeks ended November 29, 1997, a decrease of $311,000.
This decrease was the result of reduced invested cash balances due to the
Company's funding of fiscal 1999 expansion and the purchase of treasury stock
under the Company's stock repurchase program.
The Company's provision for federal and state income taxes decreased to
$244,000 for the thirteen weeks ended November 28, 1998, from $2.2 million for
the thirteen weeks ended November 29, 1997. The decrease is due to the
decreased level of income before income taxes for the thirteen weeks ended
November 28, 1998, along with a decrease in the effective tax rate to 38.0% for
the thirteen weeks ended November 28, 1998 from 38.25% for the thirteen weeks
ended November 29, 1998.
Diluted net income per share decreased 85.7% to $.02 for the thirteen weeks
ended November 28, 1998 compared to diluted net income per share of $.14 for the
thirteen weeks ended November 29, 1997. Diluted weighted average shares
outstanding were 25,274,000 and 26,317,000 respectively, for the periods ended
November 28, 1998 and November 29, 1997.
Page 8 of 14
<PAGE>
THIRTY NINE WEEKS ENDED 11/28/98 COMPARED TO THIRTY NINE WEEKS ENDED 11/29/97
Net sales increased 22.8% to $371.0 million for the thirty nine weeks ended
November 28, 1998 from $302.2 million for the thirty nine weeks ended November
29, 1997. Of this increase, $26.1 million was attributable to a 18.9% increase
in the number of stores open during the period from 301 at November 29, 1997 to
358 at November 28, 1998. The balance of the increase was attributable to a
$32.5 million increase in net sales from the 52 existing stores open only part
of the first thirty nine weeks of last year and a comparable store increase of
1.0% for the thirty nine weeks ended November 28, 1998. Comparable footwear net
sales for the thirty nine weeks ended November 28, 1998 increased approximately
4.6%. Comparable activewear and accessories net sales decreased approximately
8.1% for the comparable period. Net sales per square foot decreased to $227
from $246 for the same period of the prior year.
Gross profit for the thirty nine weeks ended November 28, 1998 was $107.5
million, an increase of $14.0 million over the thirty nine weeks ended November
29, 1997. During this same period, gross profit decreased to 29.0% of net sales
versus 31.0% for the prior year. Of this 2.0% decrease, 1.4% was due to an
increase in occupancy costs as a percentage of net sales, .3% was due to lower
margins for products sold and .3% was due to increased inventory shrink expense.
Selling, general and administrative expenses increased $18.1 million (26.7%)
to $86.1 million (23.2% of net sales) for the thirty nine weeks ended November
28, 1998 from $68.0 million (22.5% of net sales) for the thirty nine weeks ended
November 29, 1997. This dollar increase was primarily attributable to the
operating costs related to operating 57 additional stores at November 28, 1998
versus November 29, 1997. The increase as a percentage of net sales is a
result of higher store payroll costs and weaker sales from the end of July
through November.
Net interest income was $1.2 million (.3% of net sales) for the thirty nine
weeks ended November 28, 1998, compared to net interest income of $2.1 million
(.6% of net sales) for the thirty nine weeks ended November 29, 1997, a decrease
of $900,000. This decrease was the result of reduced invested cash balances due
to the Company's funding of fiscal 1999 expansion and the purchase of treasury
stock under the Company's stock repurchase program.
The Company's provision for federal and state income taxes decreased $2.0
million for the thirty nine weeks ended November 28, 1998. The decrease is due
to the decreased level in income before income taxes for the thirty nine weeks
ended November 28, 1998, along with a decrease in the effective tax rate to
38.0% for the thirty nine weeks ended November 28, 1998 from 38.25% for the
thirty nine weeks ended November 29, 1997.
Diluted net income per share decreased 16.9% to $.54 for the thirty nine
weeks ended November 28, 1998 compared to diluted net income per share of $.65
for the thirty nine weeks ended November 29, 1997. Diluted weighted average
shares outstanding were 26,106,000 and 26,319,000 respectively for the periods
ended November 28, 1998 and November 29, 1997.
Page 9 of 14
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company generated cash of $11.6 million in its operating activities
during the thirty nine weeks ended November 28, 1998 as compared to using cash
from its operating activities of $23.1 million during the thirty nine weeks
ended November 29, 1997. The increase in cash generated by operating activities
was primarily the result of reduced inventory levels on a per square foot basis
compared to prior year.
The Company had a net use of cash from its investing activities, of $23.4
million and $19.0 million for thirty nine week periods ended November 28, 1998
and November 29, 1997, respectively. Of the $23.4 million used in fiscal 1999,
$30.0 million was used for new store construction and remodeling of existing
stores, which was partially offset by $6.5 million net maturities of marketable
securities.
The Company anticipates that total capital expenditures for fiscal 1999 will
be approximately $35.0 million primarily for the opening of 59 new stores, the
remodeling of 26 stores and additions to the corporate offices and distribution
center.
Management believes that cash and cash equivalents on hand, operating cash
flow and available borrowings under the Company's existing credit facility will
be sufficient to complete the Company's fiscal 1999 store expansion program and
to satisfy the Company's other capital requirements through fiscal 2000.
The Company had positive working capital of $105.5 million at November 28,
1998, a decrease of $15.3 million from the working capital of $120.8 million at
February 28, 1998. This decrease was primarily the result of the Company's
stock repurchase program.
Merchandise inventories were $146.7 million at November 28, 1998 compared to
$130.2 million at February 28, 1998. On a per square foot basis, merchandise
inventories at November 28, 1998 decreased approximately 22.7% compared to
November 29, 1997, and were approximately 14.6% lower than at February 28, 1998.
The Company believes present levels are appropriate for the selling season and
industry environment.
At November 28, 1998 the Company had cash and cash equivalents of $9.1
million and short-term investments of $3.0 million. The short-term investments
range in maturity from 90 days to 180 days while the majority of cash
equivalents are invested in tax exempt instruments with maturities of one to
seven days.
YEAR 2000 READINESS
The year 2000 issue is the result of computer programs using two digits rather
than four to define the applicable year. Such software may recognize a date
using "00" as the year 1900 rather than the year 2000. This could result in
system failures or miscalculations leading to disruptions in the Company's
operations, including, among other things, a temporary inability to process
transactions, receive inventory from suppliers, ship inventory to stores, or
engage in similar business activities.
Page 10 of 14
<PAGE>
The Company has undertaken initiatives to ensure that its information technology
(IT) systems and non-IT systems will function properly with respect to dates in
the Year 2000 and thereafter. IT systems include hardware, accounting, data
processing, and telephone systems, cash registers, hand-held terminals,
scanning equipment, and other miscellaneous systems. Non-IT systems include
alarm systems, time clocks, fax machines, material handling equipment,
sprinklers, and heating, ventilating and air conditioning systems.
The Company's Year 2000 Plan is being completed in four phases as it relates to
IT systems, non-IT systems and third party suppliers, vendors and service
providers ("Third Parties"). The four phases include inventory and assessment;
remediation; testing; and contingency planning.
To date the Company has substantially completed the first three phases of the
Plan as it relates to substantially all IT and non-IT systems. The Company
utilizes commercially available packaged software to support the majority of its
application needs. A majority of such packages have been represented by the
respective vendors as Year 2000 compliant. Initial testing to date has
confirmed this. Contingency planning as necessary will be completed by June
1999.
Material Third Parties have been identified and the Company has opened
communication with them in regards to the Year 2000 issue. Correspondence has
been sent to all material Third Parties and the Company has been told by a
large majority that they expect to be Year 2000 compliant prior to the creation
of material Year 2000 issues. The Company plans to perform follow-up inquires
with these Third Parties and develop contingency plans by June 1999 if
necessary.
Costs related to the Year 2000 issue are funded through operating cash flows.
Through November 28, 1998 the Company had expended approximately $100,000 in
remediation efforts, including the costs of new software and modifying the
applicable code of existing software. The Company has expensed the majority of
these costs to date. The Company estimates the remaining costs to be less than
$150,000.
Although the Company anticipates no material business disruption will occur as a
result of the Year 2000 issue, the Year 2000 issue is unique and the failure to
correct a material Year 2000 issue could result in an interruption, or a failure
of, certain normal business activities or operations, such as loss of
communications with store locations, inability to process transactions,
inability for malls to operate, and the disruption of the supply of product and
distribution channel. Such failures could materially and adversely affect the
Company's results of operations, liquidity and financial condition. Due to
general uncertainty inherent in the Year 2000 problem, resulting from the
uncertainty of the Year 2000 readiness of Third Parties, the Company is unable
to determine at this time whether the consequences of Year 2000 failures will
have a material impact on the Company's results of operations, liquidity or
financial condition. The Company's Year 2000 Plan is expected to significantly
reduce the Company's level of uncertainty about the Year 2000 issue and the
readiness of its material Third Parties. The Company believes that with the
completion of the Plan as scheduled, the possibility of significant
interruptions of normal operations should be reduced.
Page 11 of 14
<PAGE>
ITEM 1: Legal Proceedings
-----------------
None.
ITEM 2: Changes in Securities
---------------------
None.
ITEM 3: Defaults Upon Senior Securities
-------------------------------
None.
ITEM 4: Submission of Matters to a Vote of Security-Holders
---------------------------------------------------
None.
ITEM 5: Other Information
-----------------
None.
ITEM 6: Exhibits and Reports on Form 8-K:
---------------------------------
(a) Exhibits
11-Computation of Net Income Per Share.
27-Financial Data Schedule
(b) Reports on Form 8-K
None.
Page 12 of 14
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE FINISH LINE, INC.
Date: December 28, 1998 By:/s/ Steven J. Schneider
--------------------------
Steven J. Schneider
Sr. Vice President - Finance, Chief
Financial Officer and Assistant
Secretary
Page 13 of 14
<PAGE>
EXHIBIT 11
COMPUTATION OF NET INCOME PER SHARE
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Thirteen Thirty - Nine
Weeks Ended Weeks Ended
----------------- -----------------
NOV. 28, NOV. 29, NOV. 28, NOV. 29,
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
BASIC
- -----
Average shares outstanding 25,088 25,943 25,776 25,955
======= ======= ======== ========
Net income $ 396 $ 3,614 $ 14,021 $ 17,069
======= ======= ======== ========
Per share amount $.02 $.14 $.54 $.66
======= ======= ======== ========
DILUTED
- -------
Average shares outstanding 25,088 25,943 25,776 25,955
Net effect of dilutive stock options 186 374 330 364
------- ------- -------- --------
Total 25,274 26,317 26,106 26,319
======= ======= ======== =======
Net income $396 $3,614 $14,021 $17,069
======= ======= ======== =======
Per Share amount $.02 $.14 $.54 $.65
======= ======= ======== =======
</TABLE>
Page 14 of 14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE THIRTY-NINE WEEKS ENDED NOVEMBER 28, 1998 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-27-1999
<PERIOD-START> MAR-01-1998
<PERIOD-END> NOV-28-1998
<CASH> 9,139
<SECURITIES> 3,000
<RECEIVABLES> 13,605
<ALLOWANCES> 0
<INVENTORY> 146,741
<CURRENT-ASSETS> 179,026
<PP&E> 109,961
<DEPRECIATION> 26,858
<TOTAL-ASSETS> 280,612
<CURRENT-LIABILITIES> 73,505
<BONDS> 0
0
0
<COMMON> 261
<OTHER-SE> 201,708
<TOTAL-LIABILITY-AND-EQUITY> 201,969
<SALES> 370,976
<TOTAL-REVENUES> 370,976
<CGS> 263,464
<TOTAL-COSTS> 263,464
<OTHER-EXPENSES> 86,096
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (1,200)
<INCOME-PRETAX> 22,616
<INCOME-TAX> 8,595
<INCOME-CONTINUING> 14,021
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,021
<EPS-PRIMARY> .54
<EPS-DILUTED> .54
</TABLE>
