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 July 31, 1999
[ ] 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: 0-21360
Shoe Carnival, Inc.
(Exact name of registrant as specified in its charter)
Indiana 35-1736614
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
8233 Baumgart Road, Evansville, Indiana 47711
(Address of principal executive offices) (Zip Code)
(812) 867-6471
(Registrant's telephone number, including area code)
NOT APPLICABLE
(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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $.01 par value, 13,329,957 shares outstanding as of
September 1, 1999.
<PAGE>
SHOE CARNIVAL, INC.
INDEX TO FINANCIAL STATEMENTS
Page
Part I Financial Information
Item 1 - Financial Statements (Unaudited)
Condensed Balance Sheets ............................... 3
Condensed Statements of Income.......................... 4
Condensed Statement of Shareholders' Equity............. 5
Condensed Statements of Cash Flows...................... 6
Notes to Condensed Financial Statements................. 7
Item 2 - Management's Discussion and Analysis.............. 8-12
Part II Other Information
Item 4. Submission of Matters to Vote of Security Holders.. 13
Item 6. Exhibits and Reports on Form 8-K................... 13
Signature ................................................. 14
2
<PAGE>
<TABLE>
<CAPTION>
SHOE CARNIVAL, INC.
CONDENSED BALANCE SHEETS
Unaudited
July 31, January 30, August 1,
1999 1999 1998
---------- ----------- ----------
(In thousands)
ASSETS
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents............... $ 2,724 $ 1,944 $ 2,550
Accounts receivable..................... 706 567 721
Merchandise inventories................. 92,637 75,390 83,274
Deferred income tax benefit............. 821 782 802
Other................................... 1,965 1,222 1,232
---------- ----------- ----------
Total Current Assets....................... 98,853 79,905 88,579
Property and equipment-net................. 49,759 40,856 34,639
---------- ----------- ----------
Total Assets............................... $ 148,612 $ 120,761 $ 123,218
========== =========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable........................ $ 28,770 $ 25,698 $ 27,614
Accrued and other liabilities........... 5,901 5,757 5,806
Current portion of long-term debt....... 733 782 681
---------- ----------- ----------
Total Current Liabilities.................. 35,404 32,237 34,101
Long-term debt............................. 17,074 1,361 7,549
Deferred lease incentives.................. 2,980 2,424 1,478
Deferred income taxes...................... 2,163 2,072 1,924
---------- ----------- ----------
Total Liabilities.......................... 57,621 38,094 45,052
---------- ----------- ----------
Shareholders' Equity:
Common stock, $.01 par value,
50,000 shares authorized, 13,326,
13,179, 13,169 shares issued and
outstanding at July 31, 1999,
January 30, 1999 and August 1, 1998.... 133 132 132
Additional paid-in capital.............. 63,558 62,543 62,332
Retained earnings....................... 27,300 19,992 15,702
--------- ----------- ----------
Total Shareholders' Equity................. 90,991 82,667 78,166
---------- ----------- ----------
Total Liabilities and Shareholders' Equity. $ 148,612 $ 120,761 $ 123,218
========== =========== ==========
</TABLE>
See Notes to Condensed Financial Statements
3
<PAGE>
<TABLE>
<CAPTION>
SHOE CARNIVAL, INC.
CONDENSED STATEMENTS OF INCOME
Unaudited
Thirteen Thirteen Twenty-six Twenty-six
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
July 31, August 1, July 31, August 1,
1999 1998 1999 1998
----------- ----------- ----------- -----------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Net sales.................. $ 83,206 $ 68,104 $ 161,317 $ 133,798
Cost of sales (including
buying, distribution and
occupancy costs)......... 58,112 47,554 111,365 92,574
----------- ----------- ----------- -----------
Gross profit............... 25,094 20,550 49,952 41,224
Selling, general and
administrative expenses.. 19,464 15,740 37,432 31,049
----------- ----------- ----------- -----------
Operating income........... 5,630 4,810 12,520 10,175
Interest expense, net...... 190 106 340 280
----------- ----------- ----------- -----------
Income before income taxes. 5,440 4,704 12,180 9,895
Income taxes............... 2,176 1,882 4,872 3,958
----------- ----------- ----------- -----------
Net income................. $ 3,264 $ 2,822 $ 7,308 $ 5,937
=========== =========== =========== ===========
Net income per share:
Basic.................. $ .25 $ .21 $ .55 $ .45
=========== =========== =========== ===========
Diluted................ $ .24 $ .21 $ .54 $ .44
=========== =========== =========== ===========
Average shares outstanding:
Basic.................. 13,293 13,149 13,249 13,128
=========== =========== =========== ===========
Diluted................ 13,734 13,539 13,639 13,472
=========== =========== =========== ===========
</TABLE>
See Notes to Condensed Financial Statements
4
<PAGE>
<TABLE>
<CAPTION>
SHOE CARNIVAL, INC.
CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY
Unaudited
Common Stock Additional
------------ Paid-In Retained
Shares Amount Capital Earnings Total
------ ------ ---------- -------- ---------
(In thousands)
<S> <C> <C> <C> <C> <C>
Balance at January 30, 1999... 13,179 $ 132 $ 62,543 $ 19,992 $ 82,667
Employee stock purchase
plan purchases........ 6 80 80
Exercise of stock options.. 141 1 935 936
Net income.................... 7,308 7,308
------ ------ ---------- -------- ---------
Balance at July 31, 1999...... 13,326 $ 133 $ 63,558 $ 27,300 $ 90,991
====== ====== ========== ======== =========
</TABLE>
See Notes to Condensed Financial Statements
5
<PAGE>
<TABLE>
<CAPTION>
SHOE CARNIVAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
Unaudited
Twenty-six Twenty-six
Weeks Ended Weeks Ended
July 31, August 1,
1999 1998
----------- -----------
(In thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income......................................... $ 7,308 $ 5,937
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Depreciation and amortization.................... 3,866 2,993
Loss on retirement of assets..................... 6 235
Deferred income taxes............................ 53 246
Other............................................ (164) (150)
Changes in operating assets and liabilities:
Merchandise inventories........................ (17,247) (23,182)
Accounts receivable............................ (140) 60
Accounts payable and accrued liabilities....... 3,216 18,766
Other.......................................... (743) (399)
----------- -----------
Net cash (used in) provided by operating activities.. (3,845) 4,506
----------- -----------
Cash flows from investing activities:
Purchases of property and equipment................ (12,129) (5,422)
Lease incentives................................... 720 319
Other.............................................. 0 22
----------- -----------
Net cash used in investing activities................ (11,409) (5,081)
----------- -----------
Cash flows from financing activities:
Borrowings under line of credit.................... 82,150 63,425
Payments on line of credit......................... (66,650) (62,125)
Payments on capital lease obligations.............. (481) (366)
Proceeds from issuance of stock.................... 1,015 620
----------- -----------
Net cash provided by financing activities............ 16,034 1,554
----------- -----------
Net increase in cash and cash equivalents............ 780 979
Cash and cash equivalents at beginning of period..... 1,944 1,571
----------- -----------
Cash and cash equivalents at end of period........... $ 2,724 $ 2,550
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during period for interest............... $ 336 $ 312
Cash paid during period for income taxes........... $ 5,133 $ 4,020
Supplemental disclosure of noncash investing activities:
Capital lease obligations incurred................. $ 644 $ 474
</TABLE>
See Notes to Condensed Financial Statements
6
<PAGE>
SHOE CARNIVAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
Unaudited
Note 1 - Basis of Presentation
In the opinion of management, the accompanying unaudited condensed financial
statements contain all adjustments necessary to present fairly the financial
position of the Company and the results of its operations and its cash flows for
the periods presented. Certain information and disclosures normally included in
notes to financial statements have been condensed or omitted according to the
rules and regulations of the Securities and Exchange Commission, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.
The results of operations for the interim periods are not necessarily indicative
of the results to be expected for the full year.
It is suggested that these financial statements be read in conjunction with the
financial statements and financial notes thereto included in the Company's 1998
Annual Report.
Note 2 - Long-Term Debt
During 1998 and until April 16, 1999, the Company had an unsecured $35 million
credit agreement (the "Credit Agreement") with a bank group. Borrowings were
based on eligible inventory and bore interest, at the Company's option, at the
agent bank's prime rate or the applicable London Inter-Bank Offered Rate (LIBOR)
plus from 0.75% to 2%, depending on the Company's achievement of certain
performance criteria. A commitment fee of 0.25% per annum was charged on the
unused portion of the first $30 million of the bank group's commitment. The
Credit Agreement contained various restrictive and financial covenants,
including the maintenance of specific financial ratios and a limitation on the
payment of dividends.
On April 16, 1999, the Credit Agreement was amended to increase the total credit
facility to $45 million and to extend the maturity date to March 31, 2001. The
amendment also adjusted certain economic terms and financial covenants.
Borrowings will now bear interest, at the Company's option, at the agent bank's
prime rate minus 0.5% or LIBOR plus from 0.75% to 1.5%, depending on the
Company's achievement of certain performance criteria. A commitment fee will be
charged, at the Company's option, at 0.3% per annum on the unused portion of the
bank group's commitment or 0.15% per annum of the total commitment. Certain
adjustments were made to the financial covenants including the elimination of
the limitation on the payment of dividends.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Number of Stores Store Square Footage Comparable
------------------------------ -------------------- Store
Beginning End of Net End Sales
Quarter Ended of Period Opened Closed Period Change of Period Increase
- ------------- --------- ------ ------ ------ -------- --------- ----------
May 1, 1999 111 3 0 114 40,000 1,314,000 3.4%
July 31, 1999 114 12 0 126 142,000 1,456,000 .6%
Year-to-date 111 15 0 126 182,000 1,456,000 2.0%
May 2, 1998 92 3 0 95 46,000 1,067,000 7.0%
August 1, 1998 95 7 0 102 85,000 1,152,000 2.9%
Year-to-date 92 10 0 102 131,000 1,152,000 4.9%
The following table sets forth the Company's results of operations expressed as
a percentage of net sales for the periods indicated:
Thirteen Thirteen Twenty-six Twenty-six
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
July 31, August 1, July 31, August 1,
1999 1998 1999 1998
----------- ----------- ----------- -----------
Net sales.................. 100.0% 100.0% 100.0% 100.0%
Cost of sales (including
buying, distribution and
occupancy costs).......... 69.8 69.8 69.0 69.2
----------- ----------- ----------- -----------
Gross profit............... 30.2 30.2 31.0 30.8
Selling, general and
administrative expenses. 23.4 23.1 23.2 23.2
----------- ----------- ----------- -----------
Operating income........... 6.8 7.1 7.8 7.6
Interest expense........... .3 .2 .2 .2
----------- ----------- ----------- -----------
Income before income taxes. 6.5 6.9 7.6 7.4
Income taxes............... 2.6 2.8 3.1 3.0
----------- ----------- ----------- -----------
Net income................. 3.9% 4.1% 4.5% 4.4%
=========== =========== =========== ===========
Net Sales
Net sales increased $15.1 million to $83.2 million in the second quarter of
1999, a 22.2% increase over net sales of $68.1 million in the comparable prior
year period. The increase was attributable to a 0.6% comparable store sales
increase and the sales generated by the thirty-two new stores opened since April
1998, partially offset by the reduction in sales for the one store closed in
1998. Average footwear unit prices in comparable stores increased 3.0% while
footwear unit sales decreased 2.1%. Sales of private label and non-name brand
footwear constituted 12.9% of total footwear sales in the second quarter of 1999
as compared with 14.9% in the prior year quarter.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Net sales increased $27.5 million to $161.3 million in the first half of 1999, a
20.6% increase over net sales of $133.8 million in the comparable prior year
period. The increase was attributable to a 2.0% comparable store sales increase
and the sales generated by the thirty-five new stores opened in 1998 and 1999,
partially offset by the reduction in sales for the one store closed in 1998.
Average footwear unit prices and footwear unit sales in comparable stores
increased 1.9% and 0.4%, respectively. Sales of private label and non-name brand
footwear constituted 12.8% of total footwear sales in the first half of 1999 as
compared with 14.8% in the prior year.
Gross Profit
Gross profit increased $4.5 million to $25.1 million in the second quarter of
1999, a 22.1% increase over gross profit of $20.6 million in the comparable
prior year period. The Company's gross profit margin was consistent with the
prior year at 30.2%. As a percentage of sales, a 0.2% increase in the
merchandise gross profit margin was offset by a 0.2% increase in buying,
distribution and occupancy costs.
Gross profit increased $8.7 million to $50.0 million in the first half of 1999,
a 21.2% increase over gross profit of $41.2 million in the comparable prior year
period. The Company's gross profit margin increased to 31.0% from 30.8%. As a
percentage of sales, a 0.3% increase in the merchandise gross profit margin was
partially offset by 0.1% increase in buying, distribution and occupancy costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $3.7 million to $19.5
million in the second quarter of 1999 from $15.7 million in the comparable prior
year period. As a percentage of sales, these expenses increased 0.3% primarily
due to higher advertising costs. Total pre-opening costs in the second quarter
of 1999 were $727,000 or 0.9% of sales, as compared to $576,000 or 0.8% of
sales, for the second quarter of 1998. Pre-opening expenses incurred were
primarily for the stores opened in that quarter. Twelve stores were opened in
the second quarter of 1999 and seven stores were opened in the second quarter of
1998.
Selling, general and administrative expenses increased $6.4 million to $37.4
million in the first half of 1999 from $31 million in the comparable prior year
period. As a percentage of sales, these expenses were unchanged from the prior
year at 23.2%. Total pre-opening costs in the first half of 1999 were $994,000
or 0.6% of sales, as compared to $821,000 or .6% of sales, in the first half of
1998. Fifteen stores were opened in the first half of 1999 and ten stores were
opened in the first half of 1998.
Interest Expense
The increase in net interest expense in the second quarter and the first six
months of 1999 as compared with the second quarter and the first six months of
1998 resulted from increased borrowings.
Income Taxes
The effective income tax rate of 40% in the second quarter and the first six
months of 1999 and 1998 differed from the statutory federal rates due primarily
to state and local income taxes, net of the federal tax benefit.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources
The Company's primary sources of funds are cash flows from operations and
borrowings under its revolving credit facility. Net cash used in operating
activities was $3.8 million during the first half of 1999. The decrease resulted
primarily from seasonal increases in inventories and the additional inventories
for the 15 stores opened in the first half of 1999. Excluding changes in
operating assets and liabilities, cash provided by operating activities was
$11.1 million in the first half of 1999.
Working capital increased to $63.4 million at July 31, 1999 from $47.7 million
at January 30, 1999 and the current ratio was 2.8 to 1 at July 31, 1999 as
compared with 2.5 to 1 at January 30, 1999. Long-term debt as a percentage of
total capital was 15.8% at July 31, 1999, compared to 1.6% at January 30, 1999.
The increase in working capital and long term debt as a percent of total capital
was primarily due to seasonal fluctuations and the store expansion program.
Capital expenditures net of lease incentives were $12.1 million in the first
half of 1999 (including $644,000 of capital lease assets). Of these
expenditures, approximately $5.3 million was incurred for new stores and $4.6
was incurred for the expansion of the existing distribution center. The
remaining capital expenditures in the first half of 1999 were primarily for
remodeling of certain stores, enhancements to computer systems and various store
improvements.
The Company intends to open approximately 28 stores in 1999, including the 15
stores opened in the first half. Three stores were opened in the first quarter
and 12 in the second quarter of 1999. The remaining 13 stores for 1999 will be
opened primarily in the third quarter. Ten stores were opened in the first half
of 1998.
The actual amount of the Company's cash requirements for capital expenditures
depends in part on the number of new stores opened, the amount of lease
incentives, if any, received from landlords and the number of stores remodeled.
The opening of new stores will be dependent upon, among other things, the
availability of desirable locations, the negotiation of acceptable lease terms
and general economic and business conditions affecting consumer spending in
areas the Company targets for expansion. The Company's current prototype
utilizes between 12,000 and 15,000 square feet depending upon, among other
factors, the location of the store and the population base the store is expected
to service. Capital expenditures for a new store are expected to average
approximately $350,000, including point-of-sale equipment which is generally
acquired through equipment leasing transactions. The average inventory
investment in a new store is expected to range from $550,000 to $850,000,
depending on the size and sales expectation of the store and the timing of the
new store opening. Pre-opening expenses, such as advertising, salaries, supplies
and utilities, are expected to average approximately $70,000 per store.
The Company's credit facility provides for a combination of cash advances on a
revolving basis and the issuance of commercial letters of credit. Borrowings
under the revolving credit line are based on eligible inventory. Borrowings and
letters of credit outstanding under this facility at July 31, 1999 were $15.5
million and $5.8 million, respectively. On April 16, 1999, the credit agreement
was amended to increase the facility by $10 million to allow for up to $45
million in cash advances and commercial letters of credit.
The maturity date was also extended to March 31, 2001.
The Company anticipates that its existing cash and cash flow from operations,
supplemented by borrowings under the credit facility will be sufficient to fund
its planned expansion and other operating cash requirements for at least the
next 12 months.
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Impact of Year 2000
The "Year 2000 Issue" generally refers to computer systems that were designed
and developed using two digits, rather than four, to specify the year. As a
result, such systems that utilize a two digit date may not be able to
distinguish the year 2000 from the year 1900. This could result in erroneous
data or complete failure of some systems unless corrective actions are taken.
Management initiated a company wide program in 1998 to address the Year 2000
issue. The phases of the program include (1) creating awareness of the issues
through education and training; (2) assessing the extent of the problem and
determining resource requirements; (3) renovation of the systems by modifying,
upgrading or replacing affected systems; (4) validation of the renovations
through testing and implementation; and (5) contingency planning. The Company
has completed the awareness, assessment and renovation phases and is 72%
complete on the testing phase. The testing phase is ongoing as hardware or
system software is modified, upgraded or replaced but is expected to be
completed by the third quarter of 1999. Revisions to existing business
interruption contingency plans to address specific issues related to the Year
2000 problem will also be completed in the third quarter of 1999.
The Company estimates the total cost of the two year Year 2000 project to be
approximately $230,000, of which approximately $142,000 was incurred and
expensed in 1998 and $43,000 was incurred and expensed in the first half of
1999. Allocating existing resources rather than incurring incremental costs
should fund the majority of the estimated Year 2000 compliance costs.
The Company does not anticipate the costs of the Year 2000 project will have a
material adverse effect on the Company's financial position, results of
operations or cash flows in future periods. The anticipated impact and costs of
the Year 2000 project, as well as the date on which the Company expects to
complete the project, are based on management's best estimates using information
currently available and numerous assumptions about future events. However, there
can be no guarantee that the estimates will be achieved and actual results could
differ materially from those planned.
Formal inquiries are being made by the Company of its major suppliers and other
third-party entities with which it has business relations to obtain assurances
of their Year 2000 compliance. Appropriate contingency plans will be developed
in the event that a significant exposure is identified relative to the
dependencies on third-party systems.
However, there can be no assurance that the systems of other companies on which
the Company relies upon will be corrected in a timely manner, or that any such
failure would not have a material adverse effect on the Company.
Seasonality
The Company's quarterly results of operations have fluctuated, and are expected
to continue to fluctuate in the future primarily as a result of seasonal
variances and the timing of sales and costs associated with opening new stores.
Non-capital expenditures, such as advertising and payroll, incurred prior to
opening of a new store are charged to expense as incurred. Therefore, the
Company's results of operations may be adversely affected in any quarter in
which the Company incurs pre-opening expenses related to the opening of new
stores.
The Company has three distinct selling periods: Easter, back-to-school and
Christmas.
11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Factors That May Effect Future Results
This report contains certain forward looking statements that involve a number of
risks and uncertainties. Among the factors that could cause actual results to
differ materially are the following: general economic conditions in the areas of
the United States in which the Company's stores are located; changes in the
overall retail environment and more specifically in the apparel and footwear
retail sectors; the impact of competition, weather patterns, consumer buying
trends and the ability of the Company to identify and respond to emerging
fashion trends; the availability of desirable store locations and management's
ability to negotiate acceptable lease terms and open new stores in a timely
manner; and changes in the political and economic environments in the People's
Republic of China, where most of the Company's private label products are
manufactured, and the continued favorable trade relationships between China and
the United States.
12
<PAGE>
SHOE CARNIVAL, INC.
PART II - OTHER INFORMATION
Item 4 Submission of Matters to Vote of Security Holders
The annual meeting of the common shareholders of the Company was held
June 15, 1999.
Election of Directors
J. Wayne Weaver and Gerald W. Schoor were each elected at the annual
meeting to serve as a Director of the Company for a three year term.
Messrs. Weaver and Schoor received 9,934,128 and 9,934,153 votes,
respectively, in favor of their election. No votes were cast against
the election of either nominee.
Other Matters Voted Upon at the Meeting
Deloitte & Touche LLP was appointed as auditor for the Company for
1999. 9,942,028 votes were cast in favor, 2,433 votes were cast against
and 8,362 abstentions were recorded with respect to such appointment.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended July 31,
1999.
13
<PAGE>
SHOE CARNIVAL, INC.
SIGNATURE
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.
Date: September 13, 1999 SHOE CARNIVAL, INC.
(Registrant)
By: /s/ W. Kerry Jackson
W. Kerry Jackson
Vice President and
Chief Financial Officer
14
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR THE PERIOD ENDED JULY 31, 1999, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-29-2000
<PERIOD-START> JAN-31-1999
<PERIOD-END> JUL-31-1999
<CASH> 2,724
<SECURITIES> 0
<RECEIVABLES> 706
<ALLOWANCES> 0
<INVENTORY> 92,637
<CURRENT-ASSETS> 98,853
<PP&E> 81,476
<DEPRECIATION> 31,717
<TOTAL-ASSETS> 148,612
<CURRENT-LIABILITIES> 35,404
<BONDS> 17,074
0
0
<COMMON> 133
<OTHER-SE> 90,858
<TOTAL-LIABILITY-AND-EQUITY> 148,612
<SALES> 161,317
<TOTAL-REVENUES> 161,317
<CGS> 111,365
<TOTAL-COSTS> 111,365
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 340
<INCOME-PRETAX> 12,180
<INCOME-TAX> 4,872
<INCOME-CONTINUING> 7,308
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,308
<EPS-BASIC> .55
<EPS-DILUTED> .54
</TABLE>
