<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
1934
For the quarter ended April 1, 2000
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 0-22515
WEST MARINE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 77-035-5502
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation (I.R.S.
or Organization) Employer Identification No.)
500 Westridge Drive, Watsonville, CA 95076-4100
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (831) 728-2700
N/A
- --------------------------------------------------------------------------------
Former Name, Former Address and Former Year, if Changed Since Last Report
Indicate by a 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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by a check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act subsequent to the distribution of securities under a plan confirmed
by a court.
Yes _____ No_____
APPLICABLE ONLY TO CORPORATE ISSUERS:
At May 9, 2000, the number of shares outstanding of the registrant's common
stock was 17,207,802.
<PAGE>
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share data)
<TABLE>
<CAPTION>
April 1, January 1,
2000 2000
--------------- ----------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 7,875 $ 3,231
Accounts receivable, net 6,944 5,101
Merchandise inventories, net 187,175 165,838
Prepaid expenses and other current assets 12,380 9,029
--------------- ----------------
Total current assets 214,374 183,199
Property and equipment, net 68,776 66,036
Intangibles and other assets, net 37,462 37,625
--------------- ----------------
TOTAL ASSETS $320,612 $286,860
=============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 40,624 $ 30,810
Accrued expenses 13,424 9,828
Deferred taxes 3,333 3,333
Current portion of long-term debt 8,536 8,689
--------------- ----------------
Total current liabilities 65,917 52,660
Long-term debt 94,759 71,843
Deferred items and other non-current obligations 2,550 2,460
Stockholders' equity:
Preferred stock, $.001 par value: 1,000,000 shares
authorized; no shares outstanding - -
Common stock, $.001 par value: 50,000,000 shares
authorized; issued and outstanding: 17,205,536 at
April 1, 2000 and 17,190,274 at January 1, 2000 17 17
Additional paid-in capital 107,122 107,015
Retained earnings 50,247 52,865
Total stockholders' equity 157,386 159,897
--------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $320,612 $286,860
=============== ================
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, in thousands, except per share and store data)
13 Weeks 13 Weeks
Ended Ended
April 1, April 3,
2000 1999
------------ -------------
Net sales $95,262 $93,572
Cost of goods sold, including buying
and occupancy 72,039 71,444
------------ -------------
Gross profit 23,223 22,128
Selling, general and administrative expense 25,946 25,125
------------ -------------
Loss from operations (2,723) (2,997)
Interest expense 1,716 1,711
------------ -------------
Loss before income taxes (4,439) (4,708)
Income tax benefit 1,819 1,930
------------ -------------
Net loss $(2,620) $(2,778)
============ =============
Net loss per common and common
equivalent shares:
Basic and diluted $(0.15) $(0.16)
============ =============
Weighted average common and common
equivalent shares outstanding
Basic and diluted 17,197 16,996
============ =============
Stores open at end of period 230 219
See notes to condensed consolidated financial statements.
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
<TABLE>
<CAPTION>
13 Weeks 13 Weeks
Ended Ended
April 1, April 3,
2000 1999
-------------- --------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (2,620) $ (2,778)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 3,943 3,518
Gain on sale of assets 16 -
Provision for doubtful accounts 10 132
Changes in assets and liabilities:
Accounts receivable (1,853) (2,551)
Merchandise inventories (21,337) (19,535)
Prepaid expenses and other current assets (3,350) (2,975)
Other assets (115) (115)
Accounts payable 9,814 18,448
Accrued expenses 3,616 4,635
Deferred items 90 100
-------------- --------------
Net cash used in operating activities (11,786) (1,121)
-------------- --------------
INVESTING ACTIVITIES:
Purchases of property and equipment (6,420) (4,180)
-------------- --------------
Net cash used in investing activities (6,420) (4,180)
-------------- --------------
FINANCING ACTIVITIES:
Net proceeds from line of credit 23,000 11,600
Repayments on long-term debt (237) (698)
Sale of common stock pursuant to associate stock purchase plan - 81
Exercise of stock options 87 63
-------------- --------------
Net cash provided by financing activities 22,850 11,046
-------------- --------------
NET INCREASE IN CASH 4,644 5,745
CASH AT BEGINNING OF PERIOD 3,231 1,024
-------------- --------------
CASH AT END OF PERIOD $ 7,875 $ 6,769
============== ==============
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
WEST MARINE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Thirteen Weeks Ended April 1, 2000 and April 3, 1999 (Unaudited)
NOTE 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared from the records of West Marine, Inc. ("West Marine" or the "Company")
without audit, and in the opinion of management, include all adjustments
(consisting only of normal recurring accruals) necessary to fairly present the
financial position at April 1, 2000 (unaudited) and April 3, 1999 (unaudited);
and the interim results of operations and cash flows for the 13-week period then
ended. The condensed consolidated balance sheet at January 1, 2000, presented
herein, has been derived from the audited consolidated financial statements of
the Company for the fiscal year then ended, included in the Company's annual
report on Form 10-K. The results of operations for the 13-week periods presented
herein are not necessarily indicative of the results to be expected for the full
year.
Accounting policies followed by the Company are described in Note 1 to its
audited consolidated financial statements for the fiscal year ended January 1,
2000. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted for purposes of the condensed
consolidated interim financial statements. The condensed consolidated interim
financial statements should be read in conjunction with the audited consolidated
financial statements, including the notes thereto, for the fiscal year ended
January 1, 2000, included in the Company's annual report on Form 10-K.
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Conditions and
Results of Operations
General
- -------
West Marine is the largest specialty retailer of recreational and commercial
boating supplies and apparel in the United States. The Company has three
divisions (Stores, Wholesale ("Port Supply"), and Catalog), which all sell
after-market recreational boating supplies directly to customers. Currently, the
Company offers its products through 232 stores in 38 states and through catalogs
which it distributes several times each year. The Company's business strategy is
to offer an extensive selection of high-quality marine supplies and apparel to
the recreational after-market for both sailboats and powerboats at competitive
prices in a convenient, one-stop shopping environment emphasizing customer
service and technical assistance. The Company is also engaged, through its Port
Supply business line and its stores, in the wholesale distribution of products
to commercial customers and other retailers.
All references to the first quarter of fiscal 2000 refer to the 13-week period
ended April 1, 2000 and all references to the first quarter of 1999 refer to the
13-week period ended April 3, 1999.
Results of Operations
- ---------------------
Net sales increased $1.7 million, or 1.8%, to $95.3 million for the first
quarter of fiscal 2000, compared to $93.6 million for the first quarter of
fiscal 1999, primarily due to increases in net sales in the Company's Stores and
Port Supply divisions. Stores net sales were $75.1 million for the first quarter
of fiscal 2000, an increase of $1.4 million, or 2.0%, over the $73.7 million
recorded for the same period a year ago. Net sales in new stores opened since
the first quarter 1999 and remodeled stores not included in comparable store
sales were $2.1 million for the first quarter of fiscal 2000. Net sales from
comparable stores decreased 1.0% or $0.7 million. Sales recorded by Port Supply
increased by $0.6 million, or 4.6%, to $11.6 million for the first quarter of
fiscal 2000, compared to $11.0 million for the first quarter of fiscal 1999.
Catalog sales decreased by $0.3 million, or 3.9%, to $8.4 million for the first
quarter of fiscal 2000, compared to $8.7 million for the first quarter of fiscal
1999. Stores, Port Supply, and Catalog net sales represented 79.0%, 12.2%, and
8.8%, respectively, of the Company's net sales for the first quarter of fiscal
2000, compared to 78.9%, 11.8%, and 9.3%, respectively, of the Company's net
sales for the first quarter of fiscal 1999. The Company also recorded net sales
from its insurance program, which represented less than 1.0% of the Company's
net sales for the first quarter of fiscal 2000 and 1999.
The Company's gross profit increased by $1.1 million, or 4.9%, to $23.2 million
for the first quarter of fiscal 2000, compared to $22.1 million for the first
quarter of 1999. Gross profit represented 24.4% of net sales in the first
quarter of fiscal 2000, compared to 23.6% in the same period a year ago. The
increase in gross profit as a percentage of net sales was primarily due to a
shift to more profitable products.
Selling, general, and administrative expenses increased by $0.8 million, or
3.3%, to $25.9 million for the first quarter of fiscal 2000 compared to the
similar period a year ago. Selling, general, and administrative expenses
represented 27.2% of net sales for the first quarter of fiscal 2000 compared to
26.9% for the first quarter of fiscal 1999. The increase was primarily due to
increased marketing costs related to the rollout of the new water sports line
and West Advantage customer loyalty programs.
Interest expense was $1.7 million in both the quarters ended April 1, 2000 and
April 3,1999. Lower average borrowings in the first quarter of 2000 were offset
by higher interest rates compared to the same period a year ago.
<PAGE>
Liquidity and Capital Resources
- -------------------------------
At the end of the first quarter of 2000, the Company had outstanding a $40.0
million senior guarantee note which matures on December 23, 2004, with the first
annual principal payment of $8.0 million due on December 23, 2000. This note
is unsecured and contains certain amended restrictive covenants including
required fixed charge coverage and debt to capitalization ratios, and minimum
net worth. The note currently bears interest at the rate of 7.6%.
At the end of the first quarter of 2000, the Company had available a $80.0
million credit line which expires January 2, 2003. Depending on the Company's
election at the time of borrowing, the line bears interest at either the bank's
reference rate or LIBOR plus a factor of up to 2.25%. At the end of the first
quarter of 2000, borrowings from the credit line were $62.5 million bearing
interest at rates ranging from 7.5% to 9.0%. In addition, the Company had
available a $2.0 million revolving line of credit with a bank, expiring January
2, 2003. The line bears interest at the bank's reference rate (9.0% at the end
of first quarter of 2000) and has a ten day paydown requirement. At the end of
the first quarter of 2000, no amounts were outstanding under this line of
credit.
The Company's primary sources of capital are income from operations and bank
borrowings. In the first quarter of fiscal 2000 the Company's primary source of
capital was from bank borrowings. Net cash used by operating activities for the
first quarter of fiscal 2000 amounted to $11.8 million, consisting primarily of
a $21.3 million increase in inventory, a $1.8 million increase in accounts
receivable and $3.4 million increase in prepaid expenses. These amounts were
partially offset by a $9.8 million increase in accounts payable, $3.9 million of
depreciation and amortizaton and a $3.6 million increase in accrued expenses.
Net cash used in investing activities during the first quarter of fiscal 2000
was $6.4 million, compared to $4.2 million a year ago, primarily related
new computer systems and new store construction and remodels. Net cash provided
by financing activities during the first quarter of fiscal 2000 was $22.9
million, consisting primarily of $23.0 million of proceeds from the Company's
line of credit.
In the opinion of management, cash flows from operations in the first quarter of
fiscal 2000 in conjunction with the Company's borrowing agreements will be
sufficient to fund the Company's operations throughout 2000.
Segment Information
- -------------------
The Company has three divisions (Stores, Catalog, and Wholesale ("Port Supply")
which all sell after-market recreational boating supplies directly to customers.
The customer base overlaps between Stores and Port Supply, and between Stores
and Catalog. All processes for all divisions within the supply chain are
commingled, including purchases from merchandise vendors, distribution center
activity, and customer delivery.
The Stores division qualifies as a reportable segment under SFAS 131 as it is
the only division that represents 10% or more of the combined revenue of all
operating segments when viewed on an annual basis. Segment assets are not
presented, as the Company's assets are commingled and are not available by
segment. Contribution is defined as net sales, less product costs and direct
expenses. Following is financial information related to the Company's business
segments (in thousands):
<PAGE>
<TABLE>
<CAPTION>
13 Weeks 13 Weeks
Ended Ended
April 1, April 3,
2000 1999
--------------- -------------
<S> <C> <C>
Net sales:
Stores $75,144 $73,674
Other 20,118 19,898
--------------- -------------
Consolidated net sales $95,262 $93,572
--------------- -------------
Contribution:
Stores $ 3,230 $ 2,558
Other 3,337 3,097
--------------- -------------
Consolidated contribution $ 6,567 $ 5,655
--------------- -------------
Reconciliation of consolidated contribution to net loss:
Consolidated contribution $ 6,567 $ 5,655
Less:
Cost of goods sold not included in consolidated contribution (4,355) (4,532)
General and administrative expense (4,935) (4,120)
Interest expense (1,716) (1,711)
Income tax benefit 1,819 1,930
--------------- -------------
Net loss $(2,620) $(2,778)
=============== =============
</TABLE>
Seasonality
- -----------
Historically, the Company's business has been highly seasonal. The Company's
expansion through acquisition and new store openings have made the Company even
more susceptible to seasonality, as an increasing percentage of stores sales
occur in the second and third quarters of each year. In 1999, 62.8% of the
Company's net sales and all of its net income occurred during the second and
third quarters, principally during the period from April through July, which
represents the peak boating months in most of the Company's markets. Management
expects net sales to become more susceptible to seasonality and weather as the
Company continues to expand its operations.
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
- -----------------------------------------------------------------------------
1995:
- -----
The statements in this filing that relate to future plans, events, expectations,
objectives, or performance (or assumptions underlying such matters) are forward-
looking statements that involve a number of risks and uncertainties. Set forth
below are certain important factors that could cause the Company's actual
results to differ materially from those expressed in any forward-looking
statements.
The Company's operations could be adversely affected if unseasonably cold
weather, prolonged winter conditions or extraordinary amounts of rainfall were
to occur during the peak boating season in the second and third quarters. In
addition, the Company's Catalog division has faced market share erosion in areas
where Stores have been opened by either the Company or it's competitors.
Management expects this trend to continue. The Company's growth has been fueled
principally by the Company's store operations. The Company's continued growth
depends to a significant degree on its ability to continue to expand it's
operations through the opening of new Stores and to operate these Stores
profitably, as well as increasing net sales at its existing Stores. The
Company's planned expansion is subject to a number of factors, including the
adequacy of the Company's capital resources and the Company's ability to locate
suitable store sites and negotiate acceptable lease terms; to hire, train and
integrate employees; and to successfully adapt its distribution and other
operations systems.
<PAGE>
The market for recreational water sports and boating supplies is highly
competitive. The Company's gross profit may be impacted by competitors' pricing
policies.
Additional factors which may affect the Company's financial results include
inventory management issues, the impact of e-commerce, fluctuations in consumer
spending on recreational boating supplies, environmental regulations, demand for
and acceptance of the Company's products, and other risk factors disclosed from
time to time in the Company's SEC filings.
<PAGE>
PART II. OTHER INFORMATION
Item 5. Exhibits and reports on Form 8-K.
(a) Exhibits
10.18.1 First Amendment to Credit Agreement Dated January 13, 2000
27 Financial Data Schedule
(b) Exhibits and Reports on Form 8-K
No reports on Form 8-K have been filed for the period being reported.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 9, 2000 WEST MARINE, INC.
-----------
By: /s/ John Edmondson
------------------
John Edmondson
President and Chief Executive Officer
By: /s/ Russell Solt
----------------
Russell Solt
Sr. Vice President, and Chief Financial
Officer
<PAGE>
EXHIBIT 10.18.1
FIRST AMENDMENT TO CREDIT AGREEMENT
-----------------------------------
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of
---------
March 30, 2000, is entered into by and among WEST MARINE FINANCE COMPANY, INC.,
a California corporation (the "Company"), BANK OF AMERICA, N.A., as agent for
-------
itself and the Banks (the "Agent"), and the several financial institutions
-----
party to the Credit Agreement (collectively, the "Banks").
-----
RECITALS
--------
A. The Company, Banks, and Agent are parties to a Credit Agreement
dated as of January 13, 2000 (the "Credit Agreement") pursuant to which
----------------
the Banks have extended certain credit facilities to the Company.
B. The Company has requested that the Banks agree to certain amendments
of the Credit Agreement.
C. The Banks are willing to amend the Credit Agreement, subject
to the terms and conditions of this Amendment.
AGREEMENT
---------
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms
-------------
used herein shall have the meanings, if any, assigned to them in the Credit
Agreement.
2. Amendments to Credit Agreement.
------------------------------
(a) The first sentence of Section 7.13(a) is amended to read as
follows in its entirety:
(a) not permit the ratio of Funded Debt to EBITDA to exceed the
ratio indicated below as of the end of each fiscal quarter set forth below:
Fiscal Quarters Ratio
--------------- -----
4th Qtr 1999 2.75 to 1.0
1st Qtr 2000 3.00 to 1.0
2nd Qtr 2000 - 4th Qtr 2000 2.00 to 1.0
1st Qtr 2001 2.50 to 1.0
2nd Qtr 2001 - 4th Qtr 2001 2.00 to 1.0
1st Qtr 2002 2.50 to 1.0
2nd Qtr 2002 and thereafter 2.00 to 1.0
<PAGE>
3. Representations and Warranties. The Company hereby represents and
------------------------------
warrants to the Agent and the Banks as follows:
(a) No Event of Default has occurred and is continuing.
(b) The execution, delivery and performance by the Company of this
Amendment have been duly authorized by all necessary corporate and other action
and do not and will not require any registration with, consent or approval of,
notice to or action by, any Person (including any Governmental Authority) in
order to be effective and enforceable. The Credit Agreement as amended by this
Amendment constitutes the legal, valid and binding obligations of the Company,
enforceable against it in accordance with its respective terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws affecting the enforcement of creditors' rights generally or by equitable
principles relating to enforceability, without defense, counterclaim or offset.
(c) All representations and warranties of the Company contained in
the Credit Agreement are true and correct on and as of the date hereof, except
to the extent such representations and warranties expressly refer to an earlier
date, in which case they are true and correct as of such earlier date.
(d) The Company is entering into this Amendment on the basis of its
own investigation and for its own reasons, without reliance upon the Agent and
the Banks or any other Person.
4. Effective Date. This Amendment will become effective as of
--------------
March 30, 2000 (the "Effective Date"), provided that each of the following
-------------- --------
conditions precedent is satisfied on or before March 31, 2000:
(a) The Agent has received from the Company and each of Banks a duly
executed original (or, if elected by the Agent, an executed facsimile copy) of
this Amendment, together with a duly executed Guarantor Acknowledgment and
Consent in the form attached hereto.
5. Reservation of Riqhts. The Company acknowledges and agrees that the
---------------------
execution and delivery by the Agent and the Banks of this Amendment shall not be
deemed to create a course of dealing or otherwise obligate the Agent or the
Banks to enter into amendments under the same, similar, or any other
circumstances in the future.
2
<PAGE>
6. Miscellaneous.
-------------
(a) Except as herein expressly amended, all terms, covenants and
provisions of the Credit Agreement are and shall remain in full force and effect
and all references therein and in the other Loan Documents to such Credit
Agreement shall henceforth refer to the Credit Agreement as amended by this
Amendment. This Amendment shall be deemed incorporated into, and a part of, the
Credit Agreement. This Amendment is a Loan Document.
(b) This Amendment shall be binding upon and inure to the benefit of
the parties hereto and to the Credit Agreement and their respective successors
and assigns. No third party beneficiaries are intended in connection with this
Amendment.
(c) This Amendment shall be governed by and construed in accordance
with the law of the State of California.
(d) This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument. Each of the parties hereto
understands and agrees that this document (and any other document required
herein) may be delivered by any party thereto either in the form of an executed
original or an executed original sent by facsimile transmission to be followed
promptly by mailing of a hard copy original, and that receipt by the Agent of a
facsimile transmitted document purportedly bearing the signature of a Bank or
the Company shall bind such Bank or the Company, respectively, with the same
force and effect as the delivery of a hard copy original. Any failure by the
Agent to receive the hard copy executed original of such document shall not
diminish the binding effect of receipt of the facsimile transmitted executed
original of such document of the party whose hard copy page was not received by
the Agent, and the Agent is hereby authorized to make sufficient photocopies
thereof to assemble complete counterparty documents.
(e) This Amendment, together with the Credit Agreement, contains the
entire and exclusive agreement of the parties hereto with reference to the
matters discussed herein and therein. This Amendment supersedes all prior drafts
and communications with respect thereto. This Amendment may not be amended
except in accordance with the provisions of Section 11.01 of the Credit
Agreement.
(f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or the
Credit Agreement, respectively.
(g) The Company covenants to pay to or reimburse the Agent, upon
demand, for all reasonable costs and expenses (including reasonable Attorney
Costs) incurred in connection with the
3
<PAGE>
development, preparation, negotiation, execution and delivery of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
WEST MARINE FINANCE COMPANY, INC.
BY /s/ Russell Solt
---------------------------------------
Russell Solt
Senior Vice President and
Chief Financial Officer
BANK OF AMERICA, N.A., as Agent
BY /s/ Gary Fliegar
---------------------------------------
Gary Fliegar
Vice President
BANK OF AMERICA, N.A., as a Bank
and an Issuing Bank
BY /s/ Kenneth E. Jones
---------------------------------------
Kenneth E. Jones
Senior Vice President
FLEET NATIONAL BANK, as a Bank
BY /s/ Jeff Kinney
---------------------------------------
Jeff Kinney
Vice President
UNION BANK OF CALIFORNIA, N.A.
as a Bank
BY /s/ James Goudy
---------------------------------------
James Goudy
Vice President
4
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DATED APRIL 11, 2000 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-30-2000
<PERIOD-START> JAN-02-2000
<PERIOD-END> APR-01-2000
<CASH> 7,875
<SECURITIES> 0
<RECEIVABLES> 6,944<F1>
<ALLOWANCES> 346
<INVENTORY> 187,175
<CURRENT-ASSETS> 214,374
<PP&E> 68,776<F2>
<DEPRECIATION> 50,234
<TOTAL-ASSETS> 320,612
<CURRENT-LIABILITIES> 65,917
<BONDS> 0
0
0
<COMMON> 17
<OTHER-SE> 157,369
<TOTAL-LIABILITY-AND-EQUITY> 320,612
<SALES> 95,262
<TOTAL-REVENUES> 95,262
<CGS> 72,039
<TOTAL-COSTS> 72,039
<OTHER-EXPENSES> 25,946<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,716
<INCOME-PRETAX> (4,439)
<INCOME-TAX> 1,819
<INCOME-CONTINUING> (2,620)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,620)
<EPS-BASIC> (0.15)
<EPS-DILUTED> (0.15)
<FN>
<F1>AMOUNT REPRESENTS RECEIVABLES, NET OF ALLOWANCES FOR DOUBTFUL ACCOUNTS.
<F2>AMOUNT REPRESENTS PP&E, NET OF ACCUMULATED DEPRECIATION.
<F3>AMOUNT REPRESENTS SELLING, GENERAL AND ADMINISTRATIVE COSTS.
</FN>
</TABLE>
