<PAGE> 1
UNITED STATES
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 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 transaction period from to
-------- --------
COMMISSION FILE NUMBER 0-20664
BOOKS-A-MILLION, INC.
---------------------
(Exact name of registrant as specified in its charter)
DELAWARE 63-0798460
---------- ------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
402 INDUSTRIAL LANE, BIRMINGHAM, ALABAMA 35211
---------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(205) 942-3737
--------------
(Registrant's phone number including area code)
NONE
(Former name, former address and former fiscal year, if changed since last
period)
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
-------- --------
Indicate the number of shares outstanding of each of the issuer's common stock,
as of the latest practicable date: Shares of common stock, par value $.01 per
share, outstanding as of August 1, 1998 were 17,443,875 shares.
<PAGE> 2
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BOOKS-A-MILLION, INC. & SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS August 1, 1998 January 31, 1998
-------------- ----------------
<S> <C> <C>
CURRENT ASSETS:
Cash and temporary cash investments $ 3,584 $ 3,909
Accounts receivable 9,701 11,732
Related party receivable 3,853 7,559
Inventories 172,849 151,312
Prepayments and other 1,973 816
Deferred income taxes 3,327 3,098
-------- --------
TOTAL CURRENT ASSETS 195,287 178,426
-------- --------
PROPERTY AND EQUIPMENT:
Land 628 628
Buildings 5,368 5,367
Equipment 31,299 28,558
Furniture and fixtures 32,814 31,894
Leasehold improvements 37,952 37,552
Construction-in-process 3,332 783
-------- --------
111,393 104,782
Less-accumulated depreciation and amortization 44,952 38,968
-------- --------
NET PROPERTY AND EQUIPMENT 66,441 65,814
-------- --------
OTHER ASSETS:
Goodwill, net 1,517 1,538
Other 35 38
-------- --------
TOTAL OTHER ASSETS 1,552 1,576
-------- --------
TOTAL ASSETS $263,280 $245,816
======== ========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable:
Trade $ 77,879 $ 71,439
Related party 6,651 7,493
Accrued expenses 11,458 13,993
Accrued income taxes -- 2,730
Notes payable 15,813 --
-------- --------
TOTAL CURRENT LIABILITIES 111,801 95,655
-------- --------
LONG TERM DEBT 46,917 45,240
-------- --------
DEFERRED INCOME TAXES 1,503 1,436
-------- --------
STOCKHOLDERS' INVESTMENT:
Preferred stock, $.01 par value, 1,000,000 shares authorized, -- --
no shares outstanding
Common stock, $.01 par value, 30,000,000 shares authorized,
17,443,875 and 17,427,593 shares issued and outstanding at
August 1, 1998 and January 31, 1998, respectively 174 174
Additional paid-in capital 63,003 62,925
Retained earnings 39,882 40,386
-------- --------
TOTAL STOCKHOLDERS' INVESTMENT 103,059 103,485
======== ========
TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $263,280 $245,816
======== ========
</TABLE>
2
<PAGE> 3
BOOKS-A-MILLION, INC. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-Six Weeks Ended
-------------------- ----------------------
August 1, 1998 August 2, 1997 August 1, 1998 August 2, 1997
-------------- ---------------- --------------- -----------------
<S> <C> <C> <C> <C>
NET SALES $ 77,955 $ 71,867 $ 152,424 $ 140,104
Cost of products sold (including warehouse
distribution and store occupancy costs)(1) 58,542 53,181 114,016 103,877
--------- --------- --------- ---------
GROSS PROFIT 19,413 18,686 38,408 36,227
Operating, selling and administrative expenses 15,870 13,939 30,587 27,182
Depreciation and amortization 3,192 2,723 6,335 5,415
--------- --------- --------- ---------
OPERATING INCOME 351 2,024 1,486 3,630
Interest expense, net 1,179 1,173 2,298 2,184
--------- --------- --------- ---------
INCOME (LOSS) INCOME TAXES (828) 851 (812) 1,446
Provision (Benefit) for income taxes (314) 324 (308) 550
--------- --------- --------- ---------
NET INCOME (LOSS) $ (514) $ 527 $ (504) $ 896
========= ========= ========= =========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - BASIC 17,444 17,428 17,440 17,423
========= ========= ========= =========
NET INCOME (LOSS) PER SHARE - BASIC (2) $ (0.03) $ 0.03 $ (0.03) $ 0.05
========= ========= ========= =========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - DILUTED 17,444 17,428 17,442 17,424
========= ========= ========= =========
NET INCOME (LOSS) PER SHARE - DILUTED (2) $ (0.03) $ 0.03 $ (0.03) $ 0.05
========= ========= ========= =========
</TABLE>
(1) Inventory purchases from related parties were $11,059, $6,703, $19,783 and
$15,799 respectively, for each of the periods presented above.
(2) Effective January 31, 1998, the Company adopted Statement of Financial
Accounting Standards No. 128, Earnings Per Share (EPS), for all periods
presented.
3
<PAGE> 4
BOOKS-A-MILLION, INC. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
TWENTY-SIX WEEKS ENDED
-----------------------------------
AUGUST 1, 1998 AUGUST 2, 1997
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (504) $ 896
-------- --------
Adjustments to reconcile net income to net cash used
in operating activities:
Depreciation and amortization 6,335 5,415
Loss on disposal of property and equipment 65 7
Change in deferred income taxes (162) (106)
(Increase) decrease in current assets:
Accounts receivable 2,031 4,971
Related party receivable 3,706 (3,055)
Inventories (21,537) (15,030)
Prepayments and other (1,155) (709)
Increase (decrease) in current liabilities:
Accounts payable 5,598 (7,626)
Accrued income taxes (2,730) (1,961)
Accrued expenses (2,532) (3,288)
-------- --------
Total adjustments (10,381) (21,382)
-------- --------
Net cash used in operating activities (10,885) (20,486)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (7,094) (3,605)
Proceeds from sale of equipment 86 20
-------- --------
Net cash used in investing activities (7,008) (3,585)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit facilities 78,060 81,166
Repayments under credit facilities (60,570) (57,675)
Proceeds from sale of common stock, net 78 96
-------- --------
Net cash provided by financing activities 17,568 23,587
-------- --------
Net decrease in cash and temporary cash (325) (484)
Cash and temporary cash investments at beginning of period 3,909 4,776
-------- --------
Cash and temporary cash investments at end of period $ 3,584 $ 4,292
======== ========
</TABLE>
4
<PAGE> 5
BOOKS-A-MILLION, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of
Books-A-Million, Inc. and its Subsidiary (the "Company") for the thirteen and
twenty-six week periods ended August 1, 1998 and August 2, 1997, have been
prepared in accordance with generally accepted accounting principles for interim
financial information and are presented in accordance with the requirements of
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. These financial statements should
be read in conjunction with the consolidated financial statements and notes
thereto for the fiscal year ended January 31, 1998, included in the Company's
1998 Annual Report on Form 10-K. In the opinion of management, the consolidated
financial statements included herein contain all adjustments (consisting only of
normal recurring adjustments) considered necessary for a fair presentation of
the Company's financial position as of August 1, 1998, and the results of its
operations and cash flows for the thirteen and twenty-six week periods then
ended.
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.
2. NET INCOME PER SHARE
Basic net income per share ("EPS") is computed by dividing income
available to common shareholders by the weighted-average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution that
could occur if securities or other contracts to issue common stock are exercised
or converted into common stock or resulted in the issuance of common stock that
then shared in the earnings of the Company. Diluted EPS is computed similarly to
fully diluted EPS pursuant to APB Opinion No. 15.
The Company adopted SFAS No. 128 effective January 31, 1998 and
restated EPS for all periods presented in the consolidated statements of income.
A reconciliation of the weighted average shares for basic and diluted EPS is as
follows:
<TABLE>
<CAPTION>
For the Thirteen Weeks Ended
(in thousands)
August 1, 1998 August 2, 1997
--------------------------------------
<S> <C> <C>
Weighted average shares
outstanding:
Basic 17,444 17,428
Dilutive effect of stock options
outstanding 0 0
-----------------------------------
Diluted 17,444 17,428
-----------------------------------
<CAPTION>
For the Twenty-Six Weeks Ended
(in thousands)
August 1, 1998 August 2, 1997
--------------------------------------
<S> <C> <C>
Weighted average shares
outstanding:
Basic 17,440 17,423
Dilutive effect of stock options
outstanding 2 1
-----------------------------------
Diluted 17,442 17,424
-----------------------------------
</TABLE>
5
<PAGE> 6
BOOKS-A-MILLION, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. PENDING ACCOUNTING PRONOUNCEMENTS
The FASB has issued Statement No. 131, Disclosures about Segments of an
Enterprise and Related Information. This statement requires that a public
business enterprise report financial and descriptive information about its
reportable operating segments. Generally, financial information is required to
be reported on the basis that it is used by the chief operating decision maker
in deciding how to allocate resources and in assessing performance. This
statement also establishes standards for related disclosures about products and
services, geographic areas, and major customers. The Company is currently
evaluating the impact on financial reporting and will adopt the new rules for
fiscal 1999 annual reporting.
The AICPA has issued Statement of Position 98-1, Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use. This
statement requires capitalization of external direct costs of materials and
services; payroll and payroll related costs for employees directly associated;
and interest cost during development of computer software for internal use
(planning and preliminary costs should be amortized on a straight-line basis
unless another systematic and rational basis is more representative of the
software's use). This statement is not expected to have a material effect on the
consolidated financial statements.
The AICPA has issued Statement of Position 98-5, Reporting on the Costs
of Start-up Activities. This statement provides guidance on the financial
reporting of start-up costs and organization costs, and requires these costs to
be expensed as incurred. The new rules are not expected to have a significant
impact on the Company's financial reporting upon adoption in fiscal 2000.
4. CONTINGENCIES
The Company is a party to various legal proceedings incidental to its
business. In the opinion of management, after consultation with legal counsel,
the ultimate liability, if any, with respect to those proceedings is not
presently expected to materially affect the financial position or results of
operations of the company.
6
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain of the statements set forth herein with respect to store
openings and closings, the profitability of certain product lines, capital
expenditures and future liquidity are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
are based on management's current intentions, assumptions and projections and
are subject to risks and uncertainties that could cause actual results to differ
materially from those set forth in the forward-looking statements. Factors that
could cause actual results to differ materially from those in the
forward-looking statements include, among other things, unanticipated increases
in merchandise, salary and distribution costs and the effects of increased
competition on specific stores and the Company generally.
RESULTS OF OPERATIONS
Net sales increased 8.5% to $78.0 million in the thirteen weeks ended
August 1, 1998, from $71.9 million in the thirteen weeks ended August 2, 1997.
Net sales increased 8.8% to $152.4 million in the twenty-six weeks ended August
1, 1998, from $140.1 million in the twenty-six weeks ended August 2, 1997. For
the thirteen and twenty-six weeks ended August 1, 1998, the increase in net
sales resulted primarily from net sales from new stores. Comparable store sales
decreased 3.9% for the twenty-six weeks ended August 1, 1998, and they decreased
3.6% for the thirteen weeks ended August 1, 1998. During the thirteen weeks
ended August 1, 1998, four superstores were opened.
Gross profit increased $0.7 million or 3.9% to $19.4 million in the
thirteen weeks ended August 1, 1998 from $18.7 million in the thirteen weeks
ended August 2, 1997, and in the twenty-six weeks ended August 1, 1998, gross
profit increased 6.0% to $38.4 million from $36.2 million in the same period
last year. Gross profit as a percentage of net sales for the thirteen weeks
ended August 1, 1998 was 24.9% versus 26.0% in the same period last year. Gross
profit as a percentage of net sales for the twenty-six weeks ended August 1,
1998 was 25.2% versus 25.9% in the same period last year. The decrease as a
percentage of net sales for both the thirteen and twenty-six week periods was
due to increased merchandise costs, warehouse distribution costs and occupancy
costs as a percentage of net sales.
Operating, selling and administrative expenses increased $2.0 million
or 13.8% to $15.9 million in the thirteen weeks ended August 1, 1998 from $13.9
million in the thirteen weeks ended August 2, 1997, and in the twenty-six weeks
ended August 1, 1998, operating, selling and administrative expenses increased
12.5% to $30.6 million from $27.2 million in the same period last year.
Operating, selling and administrative expenses as a percentage of net sales for
the thirteen weeks ended August 1, 1998 increased to 20.4% from 19.4% in the
same period last year. For the twenty-six week period operating, selling and
administrative expenses as a percentage of net sales increased to 20.1% from
19.4% in the same period last year. The increase in this percentage for the
thirteen and twenty-six week periods was primarily due to higher store selling
expenses as a percentage of net sales.
Depreciation and amortization increased $.5 million or 17.3% to $3.2
million in the thirteen weeks ended August 1, 1998 from $2.7 million in the
thirteen weeks ended August 2, 1997, and in the twenty-six week period
depreciation and amortization increased $.9 million, or 17.0% to $6.3 million
from $5.4 million in the same period last year. The increase in depreciation and
amortization is primarily the result of the increased number of superstores
operated by the Company.
Interest expense was constant at $1.2 million for the thirteen weeks
ended August 1, 1998 and August 2, 1997. Interest expense for the twenty-six
week periods was relatively constant at $2.3 million for the twenty-six week
period ended August 1, 1998 versus $2.2 million in the year earlier period.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
During the first twenty-six weeks of fiscal 1999, the Company's cash
requirements have been funded with net cash from operations and with borrowings
under the Company's credit facilities. Similar to many retailers, the Company's
business is seasonal, with its highest retail sales, gross profits and net
income traditionally occurring during the fourth fiscal quarter, reflecting the
increased demand for books and gifts during the year-end, holiday selling
season. Working capital requirements are generally highest during the third
fiscal quarter and the early part of the fourth fiscal quarter due to the
seasonality of the Company's business.
The Company has a revolving credit facility that allows borrowings up
to $90 million for which no principal repayments are due until the facility
expires on June 3, 2002, and an unsecured working capital line of credit for $10
million, which is subject to annual renewal. As of August 1, 1998, $55.2 million
was outstanding under these facilities combined. Additionally, as of August 1,
1998, the Company has outstanding borrowings associated with the issuance of an
industrial revenue bond totaling $7.5 million.
The Company's capital expenditures totaled $7.1 million during the
first twenty-six weeks of fiscal 1999. These expenditures were primarily used to
open new stores, perform renovations and improvements to existing stores, invest
in management information systems and general corporate purposes. Management
estimates that capital expenditures for the remainder of fiscal 1999 will be
approximately $15.0 million, and that such amounts will be used primarily for
new stores, renovations and remodeling of certain existing stores and
investments in management information systems. Management believes that existing
cash reserves and net cash from operating activities, together with borrowings
under the Company's credit facilities, will be adequate to finance the Company's
planned capital expenditures and to meet the Company's working capital
requirements for the remainder of fiscal 1999.
STOCK REPURCHASE
On September 1, 1998, Books-A-Million, Inc. announced that its Board of
Directors has authorized the repurchase of up to 1,500,000 shares of its
outstanding common stock in the open market, subject to availability at prices
the Company deems appropriate.
RELATED PARTY ACTIVITIES
Certain principal stockholders of the Company have controlling
ownership interests in other entities with which the Company conducts business.
Significant transactions between the Company and these various other entities
(described as "related parties") are summarized in the following paragraph.
The Company purchases a portion of its inventories for resale from
related parties; such purchases were $19.8 million in the twenty-six weeks
ended August 1, 1998, versus $15.8 million in the twenty-six weeks ended August
2, 1997. The increase in related party purchases is primarily due to the sales
growth the Company experienced. The Company sells a portion of its inventories
to related parties; such sales amounted to $1.7 million and $4.3 million in the
twenty-six weeks ended August 1, 1998 and August 2, 1997, respectively. This
decrease in related party sales is primarily due to decreased sales of bargain
books to related parties. Management believes these related party purchases and
sales do not have a significant impact on gross profit.
8
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL POSITION
During the twenty-six weeks ended August 1, 1998, the Company opened
five superstores. Inventory and debt balances at August 1, 1998 increased as
compared to January 31, 1998 due to seasonal fluctuations in inventory levels
and the five new superstores opened during the first half of fiscal 1999. The
store openings also resulted in increased property and equipment balances at
August 1, 1998, as compared to January 31, 1998.
YEAR 2000 COMPLIANCE
The Company is in the process of evaluating its management and
information systems to identify and address the Year 2000 issues. Based on
present information, management does not believe that its related costs of Year
2000 compliance will be material to its financial position or results of
operations.
9
<PAGE> 10
II - OTHER INFORMATION
ITEM 1: Legal Proceedings
The Company is a party to various legal proceedings incidental to its
business. In the opinion of management, after consultation with legal
counsel, the ultimate liability, if any, with respect to those
proceedings is not presently expected to materially affect the
financial position or results of operations of the company.
ITEM 2: Changes in Securities
None
ITEM 3: Defaults Upon Senior Securities
None
ITEM 4: Submission of Matters of Vote of Security-Holders
None
ITEM 5: Other Information
None
ITEM 6: Exhibits and Reports on Form 8-K
(A) Exhibits
Exhibit 27.1 Financial Data Schedule (for SEC use only)
Exhibit 27.2 Financial Data Schedule - Restated for fiscal
1998 quarterly information (for SEC use only)
Exhibit 27.3 Financial Data Schedule - Restated for fiscal 1997
quarterly information (for SEC use only)
(B) Reports on Form 8-K
There were no reports filed on Form 8-K during the thirteen
week period ended August 1, 1998
10
<PAGE> 11
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 duly authorized.
BOOKS-A-MILLION, INC.
Date: September 15, 1998
by:/s/ Clyde B. Anderson
------------------------
Clyde B. Anderson
President and
Chief Executive Officer
Date: September 15, 1998
by:/s/ Sandra B. Cochran
------------------------
Sandra B. Cochran
Executive Vice President,
Chief Financial Officer
and Assistant Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BOOKS-A-
MILLION, INC. CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND
CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FORM 10-Q FOR THE TWENTY-SIX WEEKS ENDED AUGUST 1, 1998.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-30-1999
<PERIOD-START> FEB-01-1998
<PERIOD-END> AUG-01-1998
<EXCHANGE-RATE> 1
<CASH> 3,584
<SECURITIES> 0
<RECEIVABLES> 13,844
<ALLOWANCES> 290
<INVENTORY> 172,849
<CURRENT-ASSETS> 195,287<F1>
<PP&E> 111,393
<DEPRECIATION> 44,952
<TOTAL-ASSETS> 263,280<F2>
<CURRENT-LIABILITIES> 111,801
<BONDS> 0<F3>
0<F4>
0
<COMMON> 174
<OTHER-SE> 102,885
<TOTAL-LIABILITY-AND-EQUITY> 263,280
<SALES> 152,424
<TOTAL-REVENUES> 152,424
<CGS> 114,016
<TOTAL-COSTS> 144,603
<OTHER-EXPENSES> 6,335
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,298
<INCOME-PRETAX> (812)
<INCOME-TAX> (308)
<INCOME-CONTINUING> (504)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (504)
<EPS-PRIMARY> (0.03)<F5>
<EPS-DILUTED> (0.03)<F5>
<FN>
<F1><OTHER CURRENT ASSETS> 5,300
<F2><OTHER ASSETS> 1,552
<F3><LONG TERM DEBT> 46,917
<F4><DEFERRED INCOME TAXES> 1,503
<F5>SEE OTHER EXHIBITS - THE EARNINGS PER SHARE CALCULATIONS HAVE BEEN
PREPARED IN ACCORDANCE WITH SFAS NO. 128 AND BASIC AND DILUTED EARNINGS PER
SHARE HAVE BEEN ENTERED IN PLACE OF PRIMARY AND FULLY DILUTED, RESPECTIVELY.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
BOOKS-A-MILLION, INC. CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FORM 10-Q FOR THE 6 MONTHS ENDED AUGUST 2, 1997.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-02-1997
<PERIOD-END> AUG-02-1997
<EXCHANGE-RATE> 1
<CASH> 4,292
<SECURITIES> 0
<RECEIVABLES> 17,711
<ALLOWANCES> 575
<INVENTORY> 156,460
<CURRENT-ASSETS> 182,441<F1>
<PP&E> 94,335
<DEPRECIATION> 33,072
<TOTAL-ASSETS> 245,319<F2>
<CURRENT-LIABILITIES> 105,183
<BONDS> 0<F3>
0<F4>
0
<COMMON> 174
<OTHER-SE> 97,238
<TOTAL-LIABILITY-AND-EQUITY> 245,319
<SALES> 140,104
<TOTAL-REVENUES> 140,104
<CGS> 103,877
<TOTAL-COSTS> 131,059
<OTHER-EXPENSES> 5,415
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,184
<INCOME-PRETAX> 1,446
<INCOME-TAX> 550
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 896
<EPS-PRIMARY> 0.05<F5>
<EPS-DILUTED> 0.05<F5>
<FN>
<F1><OTHER CURRENT ASSETS> 4,553
<F2><OTHER ASSETS> 1,615
<F3><LONG TERM DEBT> 41,136
<F4><DEFERRED INCOME TAXES> 1,588
<F5>THE EARNINGS PER SHARE CALCULATIONS HAVE BEEN PREPARED IN ACCORDANCE WITH
SFAS NO. 128 AND BASIC AND DILUTED EARNINGS PER SHARE HAVE BEEN ENTERED IN PLACE
OF PRIMARY AND FULLY DILUTED, RESPECTIVELY.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
BOOKS-A-MILLION, INC. CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FORM 10-Q FOR THE 6 MONTHS ENDED AUGUST 03, 1996.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-01-1997
<PERIOD-START> FEB-04-1996
<PERIOD-END> AUG-03-1996
<EXCHANGE-RATE> 1
<CASH> 3,859
<SECURITIES> 0
<RECEIVABLES> 13,073
<ALLOWANCES> 100
<INVENTORY> 150,629
<CURRENT-ASSETS> 171,694<F1>
<PP&E> 77,666
<DEPRECIATION> 22,867
<TOTAL-ASSETS> 228,151<F2>
<CURRENT-LIABILITIES> 103,702
<BONDS> 0<F3>
0<F4>
0
<COMMON> 174
<OTHER-SE> 91,924
<TOTAL-LIABILITY-AND-EQUITY> 228,151
<SALES> 117,044
<TOTAL-REVENUES> 117,044
<CGS> 86,740
<TOTAL-COSTS> 109,231
<OTHER-EXPENSES> 4,343
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,069
<INCOME-PRETAX> 2,401
<INCOME-TAX> 912
<INCOME-CONTINUING> 1,489
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,489
<EPS-PRIMARY> 0.09<F5>
<EPS-DILUTED> 0.09<F5>
<FN>
<F1><OTHER CURRENT ASSETS> 4,033
<F2><OTHER ASSERTS> 1,658
<F3><LONG TERM DEBT> 31,134
<F4><DEFERRED INCOME TAXES> 1,217
<F5>THE EARNINGS PER SHARE CALCULATIONS HAVE BEEN PREPARED IN ACCORDANCE WITH SFAS
NO. 128 AND BASIC AND DILUTED EARNINGS PER SHARE HAVE BEEN ENTERED IN PLACE OF
PRIMARY AND FULLY DILUTED, RESPECTIVELY.
</FN>
</TABLE>
