<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended Commission File Number:
April 30, 1997 0-23570
JUST FOR FEET, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Alabama 63-0734234
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7400 Cahaba Valley Road, Birmingham, Alabama 35242
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (205) 408-3000
--------------
153 Cahaba Valley Parkway North, Birmingham, Alabama 35124
- --------------------------------------------------------------------------------
(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
---------- ----------
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:
Common Stock, par value $.0001 per share 29,953,290 shares
- --------------------------------------------------------------------------------
Class Outstanding at June 9, 1997
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
JUST FOR FEET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
April 30, January 31,
1997 1997
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 10,150 $138,785
Marketable securities available for sale 28,881 33,961
Accounts receivable, net 7,543 6,553
Merchandise inventories 140,061 133,323
Other current assets 5,177 2,121
-------- --------
Total current assets 191,812 314,743
PROPERTY AND EQUIPMENT, NET 65,206 54,922
MARKETABLE SECURITIES AVAILABLE FOR SALE 5,272 2,966
FRANCHISE RIGHTS AND GOODWILL 13,517 3,113
OTHER ASSETS 483 90
-------- --------
$276,290 $375,834
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term borrowings $100,000
Accounts payable - trade $ 17,795 38,897
Accrued expenses 8,903 5,487
Income taxes 3,228 425
Obligations under capital leases and
long-term debt due within one year 1,977 2,105
-------- --------
Total current liabilities 31,903 146,914
LONG-TERM DEBT 8,392 4,449
CAPITAL LEASE OBLIGATIONS 1,880 2,039
DEFERRED LEASE RENTALS 3,474 3,036
DEFERRED INCOME TAXES 826 840
-------- --------
Total liabilities 46,475 157,278
SHAREHOLDERS' EQUITY
Common stock - par value $.0001 per share;
authorized 70,000,000 shares; 28,830,510 and
28,494,646 shares issued and outstanding at
April 30, 1997 and January 31, 1997,
respectively 3 3
Paid-in capital 196,550 190,492
Retained earnings 33,262 28,061
-------- --------
Total shareholders' equity 229,815 218,556
-------- --------
$276,290 $375,834
======== ========
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
financial statements.
-1-
<PAGE>
<TABLE>
<CAPTION>
JUST FOR FEET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
- -------------------------------------------------------------------------------------------------------
(In thousands, except per share amounts)
Three Months Ended
April 30,
----------------------------
1997 1996
<S> <C> <C>
NET SALES $ 92,803 $ 49,150
COST OF SALES 53,801 28,397
-------- --------
GROSS PROFIT 39,002 20,753
-------- --------
FRANCHISE FEES AND ROYALTIES EARNED 208 122
-------- --------
OPERATING EXPENSES:
Store operating 27,197 13,905
Store opening costs 1,060 1,508
General and administrative 3,145 1,520
-------- --------
Total operating expenses 31,402 16,933
-------- --------
OPERATING INCOME 7,808 3,942
INTEREST INCOME 761 1,121
INTEREST EXPENSE (316) (163)
-------- --------
INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING PRINCIPLE 8,253 4,900
PROVISION FOR INCOME TAXES 3,052 1,724
-------- --------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE 5,201 3,176
CUMULATIVE EFFECT ON PRIOR YEARS (TO JANUARY 31, 1996) OF
CHANGE IN ACCOUNTING PRINCIPLE, NET OF INCOME TAXES 2,041
-------- --------
NET INCOME $ 5,201 $ 1,135
======== ========
NET INCOME PER SHARE -
BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE $ 0.18 $ 0.11
CUMULATIVE EFFECT ON PRIOR YEARS (TO JANUARY 31, 1996)
OF CHANGE IN ACCOUNTING PRINCIPLE, NET OF INCOME TAXES 0.07
-------- --------
NET INCOME PER SHARE $ 0.18 $ 0.04
======== ========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 29,580 27,959
======== ========
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
financial statements.
-2-
<PAGE>
<TABLE>
<CAPTION>
JUST FOR FEET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
- -----------------------------------------------------------------------------------------------
(In thousands)
Three Months Ended
April 30,
-----------------------------
1997 1996
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 5,201 $ 1,135
Adjustments to reconcile net income to net cash
used in operating activities:
Cumulative effect of change in accounting principle 2,041
Depreciation and amortization 1,335 850
Amortization of franchise rights 45 45
Amortization of goodwill 65
Deferred income taxes (15) (162)
Deferred lease rentals 438 307
Changes in assets and liabilities providing (using) cash, net
of effects of acquisition in 1997:
Accounts receivable (1,100) (1,144)
Merchandise inventories (391) (10,425)
Other assets (3,067) (102)
Accounts payable - trade (23,240) 1,587
Accrued expenses 3,355 727
Income taxes 2,783 (1,450)
--------- --------
Net cash used in operating activities (14,591) (6,591)
--------- --------
INVESTING ACTIVITIES:
Purchases of marketable securities (10,658) (14,783)
Maturities and sales of marketable securities 13,431 23,586
Purchases of property and equipment (10,199) (3,996)
Acquisition, net of cash acquired (10,795)
--------- --------
Net cash provided by (used in) investing activities (18,221) 4,807
--------- --------
FINANCING ACTIVITIES:
Repayment of short-term borrowing (100,000) (55,000)
Proceeds from long-term debt 4,040
Principal payments on long-term debt (225) (141)
Principal payments on capital lease obligations (191) (66)
Exercise of stock options 553 101
Other (144)
--------- --------
Net cash used in financing activities (95,823) (55,250)
--------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (128,635) (57,034)
--------- --------
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 138,785 96,854
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 10,150 $ 39,820
========= ========
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
financial statements.
-3-
<PAGE>
JUST FOR FEET, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------
(In thousands, except per share amounts)
NOTE 1 - GENERAL
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions of Form 10-Q. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. These
unaudited financial statements include all adjustments, consisting of normal,
recurring accruals, which Just For Feet, Inc. (the "Company") considers
necessary for a fair presentation of the financial position and the results of
operations for these periods.
The results of operations for three months ended April 30, 1997 are not
necessarily indicative of the results to be expected for the full year ending
January 31, 1998. For further information, refer to the financial statements
and notes thereto for the fiscal year ended January 31, 1997 included in the
Company's Form 10-K as filed with the Securities and Exchange Commission.
The Company effected a 3 for 2 stock split in October 1996. All share and per
share information in the accompanying unaudited condensed financial statements
have been restated to reflect the stock splits as if such had occurred as of the
earliest period presented.
EARNINGS PER SHARE
Statement of Financial Accounting Standards No. 128, Earnings Per Share, is
effective for financial statements issued for periods ending after December 31,
1997, including interim periods. The statement requires the presentation of net
income per common share and net income per common share - assuming dilution.
Net income per common share excludes common stock equivalents such as options,
while net income per common share - assuming dilution considers the possible
effect of all common shares which can be potentially issued.
NOTE 2 - CHANGE IN ACCOUNTING PRINCIPLE
Effective February 1, 1996, the Company changed its method for accounting for
store opening costs, which are costs principally for pre-opening salaries and
travel that are incremental and directly attributable to the opening of a new
store. Under the new method of accounting the Company charges store opening
costs to operations in the month that the store opens. Previously, store
opening costs were capitalized and amortized over the twelve months following
the store opening. The cumulative effect of this change in accounting principle
resulted in a $2,041 ($0.07 per share) charge to operations for the effect on
prior years (to January 31,1996) net of income taxes of $1,137.
NOTE 3 - ACQUISITION
On March 17, 1997, the Company acquired Athletic Attic, a privately owned
footwear and apparel retailer based in Gainesville, Florida for approximately
$9.5 million in cash and approximately 259,000 shares of the Company's common
stock(with a then fair market value of approximately $5.5 million). The Company
also repaid approximately $1.3 million of Athletic Attic's debt. This
acquisition has been accounted for as a purchase and, accordingly, the purchase
price has been allocated to assets acquired and liabilities assumed based upon
their estimated fair value as of the acquisition date. The accompanying
consolidated statements of income for the three months ended April 30, 1997
includes the results of operations of Athletic Attic from the acquisition date.
The $5.5 million of common stock represents non-cash investing and financing
activities for the purpose of the statement of cash flows for the quarter ended
April 30, 1997. Pro forma results of operations have not been presented because
the effect of this acquisition was not significant.
-4-
<PAGE>
Note 4 - SUBSEQUENT EVENT
On May 14, 1997, the Company completed its acquisition of Imperial Sports, a
privately owned Flint, Michigan based athletic footwear and apparel retailer for
approximately $5.0 million in cash and $21.7 million in the Company's common
stock. The company also repaid approximately $9 million of Imperial Sports debt.
As of April 30, 1997, Imperial Sports operated 57 specialty stores in Michigan,
Illinois, Indiana and Ohio, primarily in major enclosed shopping malls and
retail strip centers. For its fiscal year ended February 28, 1997, Imperial
Sports had net sales of approximately $45 million. This acquisition will be
accounted for as a purchase. Pro forma results of operations have not been
presented because the effect of this acquisition was not significant.
-5-
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The Company was founded in 1977 with the opening of a small mall-based store
and in 1988 Just For Feet opened its first superstore in Birmingham, Alabama.
As a result of the success and high sales volume generated by the larger store
format, the Company has focused on developing and refining its superstore
concept. As of April 30, 1997, there were 62 Just For Feet superstores
operating in 17 states, including eight superstores operated by the Company's
only franchisee.
Of the 54 Company-owned superstores at April 30, 1997, 23 superstores were
opened in fiscal 1996 and four superstores were opened during the first quarter
of fiscal 1997. The Company expects to open a total of approximately 20
superstores during fiscal 1997 and approximately 25 superstores during fiscal
1998. The Company may accelerate the opening of new stores in any one fiscal
quarter.
As part of its long-term growth strategy, the Company entered the smaller
specialty store segment of the athletic and outdoor footwear and apparel market
through its acquisition of Athletic Attic on March 17, 1997. Athletic Attic
operates 30 company-owned stores in nine states, with an additional 48 stores
operated by 17 franchisees in 15 states and Puerto Rico. On May 14, 1997, the
Company acquired Imperial Sports, a privately owned Flint, Michigan based
athletic and outdoor footwear and apparel retailer that operates 57 stores in
Michigan, Illinois, Indiana and Ohio, primarily in major enclosed malls and
retail strip centers. The Company anticipates opening approximately eight
speciality stores during fiscal 1997 and approximately 25 speciality stores
during fiscal 1998. The acquired stores have a higher general and
administrative expense structure and slightly higher store expense margin than
the Company's superstores.
To accommodate the Company's superstore expansion strategy and the development
of the smaller specialty store concept, the Company has invested in expanding
and upgrading its corporate staff. As a result, the Company's general and
administrative costs increased to 3.4% of sales during the first quarter of 1997
from 3.1% in the comparable prior year period. The Company expects general and
administrative expenses will continue to increase as a percentage of sales over
the prior year period as a result of this investment and the higher general and
administrative margin structure in the acquired specialty stores.
The minimum wage increase has resulted in an increase in the Company's payroll
expense. As a result, store operating expenses as a percentage of net sales
have increased over prior year periods. The Company has implemented new
scheduling policies and practices to help mitigate the overall impact of the
increase. However, there can be no assurance that additional increases in the
minimum wage will not affect store operating expenses in future periods.
In recent years, the Company has achieved positive comparable store sales
growth on an annual basis. During the first three months of fiscal 1997,
comparable store sales increased 5.0%. The Company does not expect comparable
store sales to continue to increase in the future at historical rates, nor can
any assurance be given that increases in comparable stores sales will continue.
-6-
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, income statement
data expressed as a percentage of net sales:
<TABLE>
<CAPTION>
Three Months Ended
April 30,
------------------
1997 1996
-------- --------
<S> <C> <C>
Net sales................................ 100.0% 100.0%
Cost of sales............................ 58.0 57.8
----- -----
Gross profit........................... 42.0 42.2
Franchise fees and royalties earned...... 0.2 0.2
Operating expenses:
Store operating........................ 29.3 28.3
Store opening costs.................... 1.1 3.1
General and administrative............. 3.4 3.1
----- -----
Operating income..................... 8.4 7.9
Interest income, net..................... 0.5 2.0
----- -----
Income before income taxes and
cumulative effect of change in
accounting principle.................... 8.9 9.9
Provision for income taxes............... 3.3 3.5
----- -----
Income before cumulative effect of
change in accounting principle.......... 5.6 6.4
Cumulative effect on prior years (to
January 31, 1996) of change in
accounting principle.................... - 4.1
----- -----
Net income........................... 5.6% 2.3%
===== =====
</TABLE>
THREE MONTHS ENDED APRIL 30, 1997 COMPARED TO THREE MONTHS ENDED APRIL 30, 1996
Net Sales. Net sales increased $43.7 million, or approximately 88.7% to $92.8
million in the first quarter of fiscal 1997 compared to net sales of $49.2
million for the first quarter of fiscal 1996. This increase was primarily
attributable to 24 new superstores opened since April 30, 1996, an increase in
comparable store sales of 5.0%, and additional sales of $2.8 million from
Athletic Attic.
Gross Profit. Gross profit as a percentage of net sales decreased slightly to
42.0% in the first quarter of fiscal 1997 from 42.2% in the first quarter of
fiscal 1996.
Store Operating Expenses. Store operating expenses increased $13.3 million or
approximately 95.7% to $27.2 million in the first quarter of fiscal 1997 from
$13.9 million in the first quarter of fiscal 1996. The increase was primarily
attributable to the operating expenses of the 24 superstores opened since April
30, 1996 and an increase in payroll expenses at the store level resulting from
an increase in the minimum wage. As a percentage of net sales, store operating
expenses increased to 29.3% in the first quarter of fiscal 1997 from 28.3% in
the first quarter of fiscal 1996.
Store Opening Costs. Store opening costs are charged to operations in the
month the applicable store opens. These costs decreased approximately $400,000
to approximately $1.1 million in the first quarter of fiscal 1997 from
approximately $1.5 million in the first quarter of fiscal 1996, reflecting four
superstores opened in the current fiscal quarter compared to five opened in the
comparable prior year period and a reduction in per store opening costs as a
result of management's increased focus on controlling costs. As a percentage of
net sales, store opening costs decreased to approximately 1.1% in the first
quarter of fiscal 1997 from approximately 3.1% in the first quarter of fiscal
1996. The decrease resulted primarily from increased focus on controlling costs
associated with new store openings.
General and Administrative Expenses. General and administrative expenses
increased to $3.1 million, or approximately 106.7%, in the first quarter of
fiscal 1997 from $1.5 million in the first quarter of fiscal 1996. As a
percentage of net sales, general and administrative expenses increased to
approximately 3.4% in the first quarter of fiscal 1997 from approximately 3.1%
in the first quarter of fiscal 1996. This increase was primarily attributable
to an increased corporate staff to support the Company's planned growth.
-7-
<PAGE>
Operating Income. Operating income increased to $7.8 million in the first
quarter of fiscal 1997 from $3.9 million in the first quarter of fiscal 1996.
As a percentage of net sales, operating income increased to 8.4% in the first
quarter of fiscal 1997 from 7.9% in the first quarter of fiscal 1996.
Net Interest Income. Net interest income was approximately $445,000 in the
first quarter of fiscal 1997, compared to net interest income of approximately
$958,000 million in the first quarter of fiscal 1996. The decrease was
primarily due to the liquidation of investments in order to finance the
acquisition of the Athletic Attic and cash outlays for opening 24 superstores
since April 30, 1996.
Net Income. As a result of the above factors, net income increased to $5.2
million in the first quarter of fiscal 1997 from net income of $3.2 million in
the first quarter of fiscal 1996.
LIQUIDITY AND CAPITAL RESOURCES
Just For Feet's primary sources of working capital are cash flow from
operations and borrowings under its line of credit. In addition, the Company's
working capital was augmented by a portion of the proceeds of three public
offerings of common stock in January and September 1995 and June 1996. The
Company had working capital of $159.9 million and $100.1 million at April 30,
1997 and 1996, respectively. The principle use of working capital has been to
purchase inventory, equipment, and fixtures and the acquisition of land for and
construction of its new corporate headquarters. During the first quarter of
fiscal 1997, the Company acquired property and equipment of $3.7 million to
construct and open four new superstores and spent $700,000 for improvements to
existing locations. The Company also spent $5.1 million on the construction of
a new corporate headquarters facility, $500,000 on management information
systems hardware and software and $9.5 million for the acquisition of Athletic
Attic. The Company also repaid approximately $1.3 million of Athletic Attic's
debt. The Company's short-term operational cash requirements are not highly
seasonal. The Company had $39.0 million in cash and current marketable
securities as of April 30, 1997.
As of April 30, 1997, the Company had no borrowings under its revolving bank
line of credit. The line of credit, which expires July 1, 1997, permits the
Company to borrow up to $20.0 million for general working capital purposes.
Borrowings, if any, under the line of credit bear interest at either the bank's
prime rate or at the LIBOR rate plus 1.25% (6.97% at April 30, 1997) and are
unsecured. The line of credit contains certain financial covenants and other
restrictions. The Company also has several lease arrangements with leasing
companies that the Company uses to finance certain store fixtures, point-of-sale
equipment and management information systems.
Just For Feet's current primary capital requirements have been for completion
of the new corporate headquarters for approximately $11.0 million; cash payments
related to the acquisitions of Athletic Attic and Imperial Sports and the
related remodeling, new point-of-sale and corporate computer systems
implementation and restocking of these stores; and for the opening of new
superstores. The Company estimates that the total cash required to remodel and
restock one of the acquired smaller specialty stores should range from $25,000
to $250,000, depending on the amount of remodeling which will be required and
the mix and quantity of each of the acquired store's inventory. The Company
estimates that the total cash required to open a new 15,000 to 20,000 square
foot prototype superstore, including store fixtures and equipment, leasehold
improvements, net working capital and pre-opening costs, typically ranges from
$1.2 million to $2.0 million, depending on the amount of vendor and landlord
assistance. The Company expects to open approximately 20 superstores in fiscal
1997 and approximately 25 superstores in fiscal 1998. The Company also expects
to open approximately eight smaller speciality stores in fiscal 1997 and 25 of
such stores in fiscal 1998. The Company expects total capital expenditures for
fiscal 1997 to be approximately $35.5 million.
The Company is not currently planning any material major expenditures other
than those mentioned above, and believes that the proceeds of its public
offerings, internally generated funds, cash on hand and its line of credit will
be adequate to fund its anticipated needs through at least the end of fiscal
1998.
SEASONALITY
The Company has not experienced significant seasonal fluctuations in its
business. However, the highest sales periods for the Company are the spring,
back-to-school and Christmas selling seasons. The Company also generally
experiences lower margins during January and February due to retail markdowns
taken to clear seasonal merchandise. Quarterly results may fluctuate as new
stores open.
-8-
<PAGE>
IMPACT OF INFLATION
The Company does not believe that inflation has had a material, adverse effect
on net sales or results of operations. The Company has generally been able to
pass on increased costs through increases in selling prices.
PART II
ITEM 2. CHANGES IN SECURITIES.
- ------ ---------------------
(c). On March 17, 1997, the Company acquired Athletic Attic Properties, Inc.
("Athletic Attic"), a Gainesville, Florida based retailer of athletic and
outdoor footwear and apparel, in a series of transactions involving the
acquisition of (i) all of the outstanding capital stock of Premium Sports, Inc.,
which in turn acquired Athletic Attic and (ii) substantially all the assets of
Owensboro Investment Company, Inc., a private company that was a substantial
franchisee of Athletic Attic. The purchase price was $9.5 million cash, the
repayment of approximately $1.3 million of Athletic Attic's debt and the
issuance of $5.5 million in Just For Feet common stock. At the closing of the
transaction, Just For Feet issued 259,267 shares of Common Stock to Owensboro
Investment Company, Inc. The issuance of such shares was made in reliance upon
the exemption from registration provided by Section 4(2) of the Securities Act
of 1933 as a transaction by an issuer not involving a public offering. Offers
and sales were made without any public solicitation and the securities, when
issued, bore a restrictive legend. No underwriter was involved in the
transaction and no commissions were paid. Pursuant to the terms of the
acquisition agreement, the Company has registered 188,969 of such shares for
resale to the public by Owensboro Investment Company, Inc.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
- ------- ---------------------------------
(a) Exhibits. No exhibits are required to be filed with this Report.
(b) Reports on Form 8-K. No Reports on Form 8-K were filed during the three
months ended April 30, 1997.
-9-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JUST FOR FEET, INC.
Dated: June 6, 1996 By: /s/ Harold Ruttenberg
----------------------
Harold Ruttenberg
Chairman, President and Chief
Executive Officer
Dated: June 6, 1996 By: /s/ Eric L. Tyra
-----------------
Eric L. Tyra
Executive Vice President and
Chief Financial Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> JAN-31-1998 JAN-31-1997
<PERIOD-START> FEB-01-1997 FEB-01-1996
<PERIOD-END> APR-30-1997 APR-30-1996
<CASH> 10,150 138,785
<SECURITIES> 34,153 36,927
<RECEIVABLES> 7,543 6,553
<ALLOWANCES> 0 0
<INVENTORY> 140,061 133,323
<CURRENT-ASSETS> 191,812 314,743
<PP&E> 73,139 61,482
<DEPRECIATION> 7,933 6,560
<TOTAL-ASSETS> 276,290 375,834
<CURRENT-LIABILITIES> 31,903 146,914
<BONDS> 0 0
0 0
0 0
<COMMON> 3 3
<OTHER-SE> 229,812 218,553
<TOTAL-LIABILITY-AND-EQUITY> 276,290 375,834
<SALES> 92,803 49,150
<TOTAL-REVENUES> 93,772<F1> 50,393<F1>
<CGS> 53,801 28,397
<TOTAL-COSTS> 82,058<F2> 43,810<F2>
<OTHER-EXPENSES> 3,145 1,520
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 316 163
<INCOME-PRETAX> 8,253 4,900
<INCOME-TAX> 3,052 1,724
<INCOME-CONTINUING> 5,201 3,176
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 2,041
<NET-INCOME> 5,201 1,135
<EPS-PRIMARY> $0.18 $0.04
<EPS-DILUTED> $0.18 $0.04
<FN>
<F1>INCLUDES SALES, FRANCHISE FEES AND ROYALTIES EARNED AND INTEREST INCOME.
<F2>INCLUDES CGS, STORE OPERATING AND STORE OPENING COSTS.
</FN>
</TABLE>
