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 October 30, 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 47725
(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, 13,339,725 shares outstanding as of December 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
Item 3 - Quantitative and Qualitative Disclosure about Market Risk. 12
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K.................... 13
Signature.................................................... 14
2
<PAGE>
<TABLE>
<CAPTION>
SHOE CARNIVAL, INC.
CONDENSED BALANCE SHEETS
Unaudited
October 30, January 30, October 31,
1999 1999 1998
----------- ----------- -----------
(In thousands)
ASSETS
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents............... $ 2,582 $ 1,944 $ 2,036
Accounts receivable..................... 1,159 567 710
Merchandise inventories................. 101,983 75,390 79,522
Deferred income tax benefit............. 546 782 797
Other................................... 1,287 1,222 995
----------- ----------- -----------
Total Current Assets....................... 107,557 79,905 84,060
Property and equipment-net................. 52,628 40,856 37,806
----------- ----------- -----------
Total Assets............................... $ 160,185 $ 120,761 $ 121,866
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable........................ $ 31,121 $ 25,698 $ 19,881
Accrued and other liabilities........... 7,650 5,757 6,544
Current portion of long-term debt....... 715 782 863
----------- ----------- -----------
Total Current Liabilities.................. 39,486 32,237 27,288
Long-term debt............................. 20,003 1,361 8,843
Deferred lease incentives.................. 3,148 2,424 1,926
Deferred income taxes...................... 2,245 2,072 1,991
----------- ----------- -----------
Total Liabilities.......................... 64,882 38,094 40,048
----------- ----------- -----------
Shareholders' Equity:
Common stock, $.01 par value,
50,000 shares authorized, 13,338,
13,179, 13,173 shares issued and
outstanding at October 30, 1999,
January 30, 1999 and October 31, 1998.. 133 132 132
Additional paid-in capital.............. 63,637 62,543 62,364
Retained earnings....................... 31,533 19,992 19,322
----------- ----------- -----------
Total Shareholders' Equity................. 95,303 82,667 81,818
----------- ----------- -----------
Total Liabilities and Shareholders' Equity. $ 160,185 $ 120,761 $ 121,866
=========== =========== ===========
</TABLE>
See Notes to Condensed Financial Statements
3
<PAGE>
<TABLE>
<CAPTION>
SHOE CARNIVAL, INC.
CONDENSED STATEMENTS OF INCOME
Unaudited
Thirteen Thirteen Thirty-nine Thirty-nine
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
October 30, October 31, October 30, October 31,
1999 1998 1999 1998
----------- ----------- ----------- -----------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Net sales................... $ 94,223 $ 76,442 $ 255,540 $ 210,240
Cost of sales (including
buying, distribution and
occupancy costs)......... 64,768 52,225 176,133 144,799
----------- ----------- ----------- -----------
Gross profit............... 29,455 24,217 79,407 65,441
Selling, general and
administrative expenses.. 22,164 18,078 59,596 49,127
----------- ----------- ----------- -----------
Operating income........... 7,291 6,139 19,811 16,314
Interest expense, net...... 237 106 577 386
----------- ----------- ----------- -----------
Income before income taxes. 7,054 6,033 19,234 15,928
Income taxes............... 2,821 2,413 7,693 6,371
----------- ----------- ----------- -----------
Net income................. $ 4,233 $ 3,620 $ 11,541 $ 9,557
=========== =========== =========== ===========
Net income per share:
Basic.................. $ .32 $ .27 $ .87 $ .73
=========== =========== =========== ===========
Diluted................ $ .31 $ .27 $ .85 $ .71
=========== =========== =========== ===========
Average shares outstanding:
Basic.................. 13,333 13,170 13,277 13,142
=========== =========== =========== ===========
Diluted................ 13,564 13,380 13,619 13,432
=========== =========== =========== ===========
</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........ 10 109 109
Exercise of stock options.. 149 1 985 986
Net income.................... 11,541 11,541
------- -------- --------- -------- ---------
Balance at October 30, 1999... 13,338 $ 133 $ 63,637 $ 31,533 $ 95,303
======= ======== ========= ======== =========
</TABLE>
See Notes to Condensed Financial Statements
5
<PAGE>
<TABLE>
<CAPTION>
SHOE CARNIVAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
Unaudited
Thirty-nine Thirty-nine
Weeks Ended Weeks Ended
October 30, October 31,
1999 1998
----------- -----------
(In thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income........................................ $ 11,541 $ 9,557
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Depreciation and amortization................... 6,083 4,647
Loss on retirement of assets.................... 6 342
Deferred income taxes........................... 410 318
Other ......................................... (259) (218)
Changes in operating assets and liabilities:
Merchandise inventories....................... (26,594) (19,431)
Accounts receivable........................... (593) 71
Accounts payable and accrued liabilities...... 7,316 11,771
Other......................................... (64) (162)
----------- -----------
Net cash (used in) provided by operating activities.. (2,154) 6,895
----------- -----------
Cash flows from investing activities:
Purchases of property and equipment............... (17,068) (9,202)
Lease incentives.................................. 983 835
Other............................................. 0 25
----------- -----------
Net cash used in investing activities................ (16,085) (8,342)
----------- -----------
Cash flows from financing activities:
Borrowings under line of credit................... 120,175 88,050
Payments on line of credit........................ (101,675) (86,250)
Payments on capital lease obligations............. (717) (540)
Proceeds from issuance of stock................... 1,094 652
----------- -----------
Net cash provided by financing activities............ 18,877 1,912
----------- -----------
Net increase in cash and cash equivalents............ 638 465
Cash and cash equivalents at beginning of period..... 1,944 1,571
----------- -----------
Cash and cash equivalents at end of period........... $ 2,582 $ 2,036
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during period for interest.............. $ 537 $ 420
Cash paid during period for income taxes.......... $ 6,203 $ 5,434
Supplemental disclosure of noncash investing activities:
Capital lease obligations incurred................ $ 791 $ 2,099
</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%
October 30, 1999 126 10 0 136 108,000 1,564,000 2.0%
Year-to-date 111 25 0 136 290,000 1,564,000 2.1%
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%
October 31, 1998 102 8 0 110 101,000 1,253,000 2.2%
Year-to-date 92 18 0 110 232,000 1,253,000 3.9%
The following table sets forth the Company's results of operations expressed as
a percentage of net sales for the periods indicated:
Thirteen Thirteen Thirty-nine Thirty-nine
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
October 30, October 31, October 30, October 31,
1999 1998 1999 1998
----------- ----------- ----------- -----------
Net sales.................. 100.0% 100.0% 100.0% 100.0%
Cost of sales (including
buying, distribution and
occupancy costs).......... 68.7 68.3 68.9 68.9
----------- ----------- ----------- -----------
Gross profit............... 31.3 31.7 31.1 31.1
Selling, general and
administrative expenses. 23.5 23.7 23.3 23.4
----------- ----------- ----------- -----------
Operating income........... 7.8 8.0 7.8 7.7
Interest expense........... .3 .1 .3 .2
----------- ----------- ----------- -----------
Income before income taxes. 7.5 7.9 7.5 7.5
Income taxes............... 3.0 3.2 3.0 3.0
----------- ----------- ----------- -----------
Net income................. 4.5% 4.7% 4.5% 4.5%
=========== =========== =========== ===========
Net Sales
Net sales increased $17.8 million to $94.2 million in the third quarter of 1999,
a 23.3% increase over net sales of $76.4 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 40 new stores opened since July 1998, 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 0.6%
and 1.6%, respectively. Sales of private label and non-name brand footwear
constituted 10.3% of total footwear sales in the third quarter of 1999 as
compared with 11.5% in the prior year quarter.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Net sales increased $45.3 million to $255.5 million in the first nine months of
1999, a 21.5% increase over net sales of $210.2 million in the comparable prior
year period. The increase was attributable to a 2.1% comparable store sales
increase and the sales generated by the 45 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 0.4% and 1.8%, respectively. Sales of private label and non-name brand
footwear constituted 11.8% of total footwear sales in the first nine months of
1999 as compared with 13.6% in the prior year.
Gross Profit
Gross profit increased $5.2 million to $29.5 million in the third quarter of
1999, a 21.6% increase over gross profit of $24.2 million in the comparable
prior year period. The Company's gross profit margin decreased to 31.3% from
31.7%. As a percentage of sales, the merchandise gross profit margin increased
0.2% and buying, distribution and occupancy costs increased 0.6%. Distribution
costs as a percent of sales were higher due to costs related to a major
expansion of the existing distribution center and higher receipts of merchandise
during the quarter as compared with the prior year quarter.
Gross profit increased $14.0 million to $79.4 million in the first nine months
of 1999, a 21.3% increase over gross profit of $65.4 million in the comparable
prior year period. The Company's gross profit margin was consistent with the
prior year at 31.1%. As a percentage of sales, the merchandise gross profit
margin increased 0.2% and buying, distribution and occupancy costs increased
0.2%.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $4.1 million to $22.2
million in the third quarter of 1999 from $18.1 million in the comparable prior
year period. As a percentage of sales, these expenses decreased 0.2%. Total
pre-opening costs for the ten stores opened in the third quarter of 1999 were
$777,000 or 0.8% of sales, as compared to $641,000 or 0.8% of sales, for the
eight stores opened in the third quarter of 1998.
Selling, general and administrative expenses increased $10.5 million to $59.6
million in the first nine months of 1999 from $49.1 million in the comparable
prior year period. As a percentage of sales, these expenses decreased 0.1%.
Total pre-opening costs for the 25 stores opened in the first nine months of
1999 was $1.8 million or 0.7% of sales, as compared to $1.5 million or 0.7% of
sales, for the 18 stores opened in the first nine months of 1998.
Interest Expense
The increase in net interest expense in the third quarter and the first nine
months of 1999 as compared with the third quarter and the first nine months of
1998 resulted from increased borrowings.
Income Taxes
The effective income tax rate of 40.0% for the third quarter and the first nine
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 $2.2 million during the first nine months of 1999. The decrease
resulted from seasonal increases in merchandise inventories and the additional
merchandise inventories for the 25 stores opened in 1999. Excluding changes in
operating assets and liabilities, cash provided by operating activities was
$17.8 million in the first nine months of 1999.
Working capital increased to $68.1 million at October 30, 1999 from $47.7
million at January 30, 1999 and the current ratio was 2.7 to 1 at October 30,
1999 as compared with 2.5 to 1 at January 30, 1999. Long-term debt as a
percentage of total capital was 17.3% at October 30, 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 $16.9 million in the first
nine months of 1999 (including $791,000 of capital lease assets). Of these
expenditures, approximately $8.5 million was incurred for new stores and $5.0
million was incurred for the expansion of the existing distribution center. The
remaining capital expenditures in the first nine months of 1999 were primarily
for remodeling of certain stores, enhancements to computer systems and various
store improvements.
The Company has opened 28 stores in 1999, including three stores opened early in
the fourth quarter. Three stores were opened in the first quarter, twelve in the
second quarter, ten in the third quarter and three in the fourth quarter. Twenty
stores were opened in 1998. Three stores were opened in the first quarter, seven
in the second quarter, eight in the third quarter and two in the fourth quarter.
In 2000, the Company anticipates opening between 30 and 35 stores.
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 October 30, 1999 were $18.5
million and $4.1 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. As of December
10, 1999 the Company has completed all phases of the Year 2000 project.
Contingency plans will continue to be developed and updated as additional
information concerning Year 2000 issues become known.
The Company believes that its greatest potential Year 2000 risk would be that
its major suppliers of footwear and other services are not fully Year 2000
compliant. Specifically, that suppliers of footwear will not be able to meet
scheduled deliveries, suppliers of transportation services will experience
disruptions and utilities that supply electricity and natural gas will incur
outages. Formal inquiries have been 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. Based on those inquiries, the Company
believes that its major suppliers and other service providers are substantially
Year 2000 compliant. The Company has developed contingency plans as considered
necessary in the event that a significant Year 2000 issue is incurred by a major
supplier or service provider. 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.
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 $51,000 was incurred and expensed in the first nine months
of 1999. Allocating existing resources rather than incurring incremental costs
have funded 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, estimates
and risks 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.
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 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.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
The Company is exposed to market risk in that the interest payable on the
Company's Credit Agreement is based on variable interest rates and therefore is
affected by changes in market rates. The Company does not use interest rate
derivative instruments to manage exposure to changes in market interest rates.
12
<PAGE>
SHOE CARNIVAL, INC.
PART II - OTHER INFORMATION
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 October 30,
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: December 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 OCTOBER 30, 1999, 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> JAN-29-2000
<PERIOD-START> JAN-31-1999
<PERIOD-END> OCT-30-1999
<CASH> 2,582
<SECURITIES> 0
<RECEIVABLES> 1,159
<ALLOWANCES> 0
<INVENTORY> 101,983
<CURRENT-ASSETS> 107,557
<PP&E> 86,561
<DEPRECIATION> 33,933
<TOTAL-ASSETS> 160,185
<CURRENT-LIABILITIES> 39,486
<BONDS> 20,003
0
0
<COMMON> 133
<OTHER-SE> 95,170
<TOTAL-LIABILITY-AND-EQUITY> 160,185
<SALES> 255,540
<TOTAL-REVENUES> 255,540
<CGS> 176,133
<TOTAL-COSTS> 176,133
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 577
<INCOME-PRETAX> 19,234
<INCOME-TAX> 7,693
<INCOME-CONTINUING> 11,541
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,541
<EPS-BASIC> .87
<EPS-DILUTED> .85
</TABLE>
