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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549




FORM 10-K



(MARK ONE)

x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 1, 2003

OR

o  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 1-09100

Gottschalks Inc.
(Exact name of Registrant as Specified in its Charter)

 
Delaware
77-0159791
  (State or Other Jurisdiction of Incorporation or Organization) 
(I.R.S. Employer Identification Number)

7 River Park Place East
Fresno, California    93720

(Address of Principal Executive Offices including Zip Code)

(559) 434-4800
(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

 
Title of Each Class
Common Stock, $.01 Par Value
 
Name of each exchange on which registered
New York Stock Exchange
Pacific Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

      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 o 

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K.    x

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o    No x 

      The aggregate market value of the voting stock held by non-affiliates of the Registrant as of August 3, 2002: Common Stock, $.01 par value: $21,491,095.

      On March 31, 2003 the Registrant had outstanding 12,801,669 shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the Registrant's definitive proxy statement with respect to its Annual Stockholders' Meeting scheduled to be held on June 26, 2003, which will be filed pursuant to Regulation 14A, are incorporated by reference into Part III of this Form 10-K.



Gottschalks Inc.

2002 ANNUAL REPORT ON FORM 10-K

INDEX

Part I.

 

Page

   Item 1.

Business

1

   Item 2.

Properties

15

   Item 3.

Legal Proceedings

16

   Item 4.

Submission of Matters to a Vote of Security Holders

17

Part II.

 

 

   Item 5.

Market for the Registrant's Common Stock and Related Stockholder Matters

17

   Item 6.

Selected Financial Data

18

   Item 7.

Management's Discussion and Analysis of Results of Operations and Financial Condition

22

   Item 7a.

Quantitative and Qualitative Disclosures About Market Risks

43

   Item 8.

Financial Statements and Supplementary Data

43

   Item 9.

Changes in and Disagreements with Accountants on Auditing and Financial Disclosures

43

Part III.

 

 

   Item 10.

Directors and Executive Officers of the Registrant

43

   Item 11.

Executive Compensation

45

   Item 12.

Security Ownership of Certain Beneficial Owners and Management

45

   Item 13.

Certain Relationships and Related Transactions

45

   Item 14.

Controls and Procedures

45

Part IV.

 

 

   Item 15.

Exhibits, Financial Statement Schedules and Reports on Form 8-K

46

Signatures

  

83








PART I

Item 1. BUSINESS

GENERAL

Gottschalks Inc. (the "Company") is a regional department and specialty store chain based in Fresno, California. As of February 1, 2003, the Company operated 69 full-line "Gottschalks" department stores located in six Western states, with 39 stores located in California, 17 in Washington, six in Alaska, three in Oregon and two in both Nevada and Idaho. The Company also operates 12 "Village East" and "Gottschalks" specialty stores which carry a limited selection of merchandise.

The Company's department stores typically offer a wide range of better to moderate brand-name and private-label merchandise, including men's, women's, junior's and children's apparel; cosmetics, shoes, fine jewelry and accessories; and home furnishings including china, housewares, domestics, small electric appliances and, in selected locations, furniture and mattresses. The majority of the Company's department stores range from 40,000 to 150,000 in gross square feet, and are generally anchor tenants of regional shopping malls or strategically located strip centers.

The Company has operated continuously for 99 years since it was founded by Emil Gottschalk in 1904. At the time the Company initially offered its stock to the public in 1986, the Company operated 10 department stores. Since then, a total of 69 department stores have been added, with 42 of those stores being added through acquisitions in fiscal 1998 and 2000. Ten of the stores acquired in fiscal 2000 were subsequently closed in fiscal 2001 and 2002. The Company has announced its intentions to close four additional stores in fiscal 2003. The Company is incorporated in the state of Delaware.

Gottschalks Inc. has one wholly-owned subsidiary, Gottschalks Credit Receivables Corporation ("GCRC"), which was formed in 1994 in connection with a receivables securitization program. As more fully described in Note 2 to the Consolidated Financial Statements, on January 31, 2003 the Company sold its credit card accounts and accounts receivable to Household Bank (SB), N.A. ("Household"). (See Note 2 to the Consolidated Financial Statements.)

ACQUISITIONS

The Company has completed two significant acquisitions in its operating history, including the acquisition of eight stores from The Harris Company ("Harris") in fiscal 1998, and an additional 34 store locations from Lamont's Apparel, Inc. ("Lamonts") in fiscal 2000.

The Lamonts Acquisition

The Company completed the largest acquisition in its operating history on July 24, 2000, significantly expanding its presence throughout the Pacific Northwest and Alaska. Under the transaction (hereinafter the "Lamonts acquisition"), the Company acquired 37 department store leases, related store fixtures and equipment and one store building from Lamonts, a bankrupt specialty apparel store chain, for a cash purchase price of $20.1 million. Concurrent with the closing of the transaction, the Company sold one of the store leases for $2.5 million, and subsequently terminated two other store leases, resulting in a net cash purchase price of $17.6 million for 34 store leases, related store fixtures and equipment and one store building. The Company did not acquire any of Lamonts' merchandise inventory, customer credit card receivables or other corporate assets in the transaction, nor did the Company assume any material liabilities, other than the 34 store leases. The 34 stores acquired were located in five Western states, with 19 stores in Washington, seven in Alaska, five in Idaho, two in Oregon and one in Utah. The Company converted the acquired stores to the Gottschalks banner and re-opened the stores in late August and early September 2000. In fiscal 2001, the Company closed six of the acquired stores that were determined to be either underperforming or inconsistent with the long-term operating strategy of the Company. In fiscal 2002, the Company announced the closure of another eight of the acquired stores. Four of these stores were closed in fiscal 2002 and the remaining four stores will be closed in fiscal 2003. After the closures are completed, the Company will continue to operate 20 of the original 34 stores acquired from Lamonts. Certain of the Company's remaining stores have continued to perform below expectations. In the event the Company is unable to improve the performance of such underperforming stores, the Company may consider the sale, sublease or closure of these stores in the future. (See "Risk Factors - The Company Continues To Face Integration Challenges With The Lamonts Acquisition.")

The Harris Acquisition

On August 20, 1998, the Company acquired substantially all of the assets and assumed certain liabilities of Harris, a wholly-owned subsidiary of El Corte Ingles ("ECI") of Spain. Harris operated nine full-line department stores located in the Southern California area. As planned, the Company closed one of the acquired stores on January 31, 1999. The purchase price for the assets consisted of 2,095,900 shares of common stock of the Company and a $22.2 million 8% Extendable Subordinated Note, due August 2003 (subsequently extended to August 2006) (the "Subordinated Note"). As a result of the acquisition, Harris became a significant stockholder of the Company, and both Harris and ECI became affiliates of the Company. The Company also leases three of its store locations from ECI. (See Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - "Liquidity and Capital Resources - Transactions with Affiliate.")

OPERATING STRATEGY

Merchandising Strategy

The Company's merchandising strategy is directed at offering and promoting moderate to upper-moderately priced brand-name merchandise recognized by its customers for style and value. Brand-name merchandise is complemented with offerings of private-label and other higher and budget-priced merchandise. Brand-name apparel, shoes, cosmetics and accessories lines carried by the Company include Estee Lauder, Lancome, Clinique, Chanel, Dooney & Bourke, Nine West, Liz Claiborne, Calvin Klein, Ralph Lauren (Polo and Chaps), Guess?, Nautica, Karen Kane, Tommy Hilfiger, Esprit, Evan Picone, Haggar, Koret and Levi Strauss. Brand-name merchandise carried for the home includes Lenox, Krups, Calphalon, Royal Velvet, Waterford, Mikasa and Samsonite.

The Company has also directed considerable effort towards improving the quality and increasing the penetration of private-label merchandise in its overall merchandise mix. The Company's most well recognized private-label is "Shaver Lake," currently carried in the women's, men's and children's departments, as well as in certain departments in the home division. The "Shaver Lake" brand is exclusively offered in Gottschalks stores, and provides an opportunity to increase Gottschalks' brand acceptance and promote competitive differentiation.

The Company purchases merchandise from numerous suppliers. In no instance did purchases from any single vendor amount to more than 5% of the Company's net purchases in fiscal 2002. The Company's merchandising activities are conducted centrally from its corporate offices in Fresno, California.

The Company's merchandise mix as a percentage of total sales (including leased department sales) is reflected in the following table:


                                         Fiscal Years
                        -------------------------------------------
                         2002     2001     2000     1999     1998
                        -------  -------  -------  -------  -------
Women's Apparel........   29.0 %   29.3 %   28.0 %   26.6 %   27.0 %
Cosmetics, Shoes
  & Accessories(1).....   23.6     22.5     22.5     22.2     19.0
Home...................   20.4     20.1     20.8     22.1     22.2
Men's Apparel..........   13.0     13.8     14.0     13.7     14.0
Junior's and
 Children's Apparel....   10.5     10.5     10.7     10.3     10.1
 Leased Departments(1).    3.5      3.8      4.0      5.1      7.7
                        -------  -------  -------  -------  -------
  Total Sales..........  100.0 %  100.0 %  100.0 %  100.0 %  100.0 %
                        =======  =======  =======  =======  =======

_____________________

(1) The increase in Cosmetics, Shoes and Accessories department sales as a percentage of total sales, and the corresponding decrease in Leased Department sales as a percentage of total sales since fiscal 1998 relates to the conversion of the shoe departments in the Company's stores from leased departments to owned departments. Prior to August 1998, the Company's shoe departments were operated by an independent lessor. Since that time, the Company has converted the shoe departments in groups of stores from leased departments to owned departments, with the conversion fully complete in August 2001. (See Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations.")

Store Locations

The Company's stores are located primarily in diverse, growing, non-major metropolitan or suburban areas in the western United States where management believes there is strong demand and fewer competitors offering similar better to moderate brand-name merchandise and a high level of customer service. The Company has historically avoided expansion into the center of major metropolitan areas that are well served by the Company's larger competitors and has instead sought to open new stores in nearby suburban or secondary market areas.

The Company's department stores are generally anchor tenants of regional shopping malls or strategically located strip centers. Other anchor tenants in the malls or strip centers generally complement the Company's goods with a mixture of competing and non-competing merchandise and serve to increase customer foot traffic. With new regional shopping mall construction on the decline, one of the Company's strategies is to open stores in smaller and more diverse locations that may not be desired by its larger competitors that adopt a more standardized approach to expansion.

The Company currently has no new store openings planned for fiscal 2003. Any future new store openings will focus on sites that will serve to "fill in" geographical areas between existing stores. Management believes this strategy will improve the Company's ability to leverage advertising, transportation and other operating costs more effectively. In addition to opening individual store locations, the Company may also pursue additional selective strategic acquisitions.

The Company has continued to invest in the renovation and refixturing of its existing store locations in an attempt to maintain and improve market share in those market areas. In fiscal 2002, the Company reduced its expenditures for renovation and refixturing primarily because of liquidity concerns. The Company expects fiscal 2003 expenditures will be at a similarly reduced level. The Company plans to increase such capital expenditures to historical levels beginning in fiscal 2004.

Store renovation projects can range from updating décor and improving in-store lighting, fixturing, wall merchandising and signage, to more extensive remodeling and expansion projects. The Company sometimes receives reimbursement from mall owners and vendors for certain of its new store construction costs and costs associated with the renovation and refixturing of existing store locations. Such contributions have enhanced the Company's ability to enter into attractive market areas that are consistent with the Company's long-term expansion plans.

The following tables present selected data related to the Company's stores for the fiscal years indicated:


                                             Fiscal Years
                           -------------------------------- -----------------
                            2002       2001       2000       1999      1998
                           -------    -------    -------    -------   -------
Stores open at year-end:
- --------------------------
Department stores.........     69  (1)    73 (1)     79 (2)     42        40
Specialty stores (3)......     12         13         17         20        22
                           -------    -------    -------    -------   -------
    Total                      81         86         96         62        62
                           =======    =======    =======    =======   =======

Gross store square
footage (in thousands):
- --------------------------
Department stores.........  5,665      5,876      6,139      4,377     4,301
Specialty stores..........     54         54         63         77        83
                           -------    -------    -------    -------   -------
    Total                   5,719      5,930      6,202      4,454     4,384
                           =======    =======    =======    =======   =======

_____________________

(1) The Company closed 4 stores in fiscal 2002 and 6 stores in fiscal 2001, all of which were acquired in the Lamonts acquisition in July 2000.

(2) The Company opened 37 new department stores in fiscal 2000, including the 34 store locations acquired from Lamonts on July 24, 2000, and three additional new stores opened during the third and fourth quarter of the year.

(3) The Company has continued to close certain free-standing Village East stores as their leases expire and incorporate those stores as separate departments into nearby Gottschalks department stores.

Following is a summary of the Company's department store locations, by store size:


                                                  # of
                                                 stores
                                                  open
                                                 -------
  Larger than 200,000 gross square feet.....          3
  150,000 - 199,999 gross square feet.......          6
  100,000 - 149,999 gross square feet.......          9
   40,000 -  99,999 gross square feet.......         42
   20,000 -  39,999 gross square feet.......          9
                                                 -------
        Total...............................         69
                                                 =======

Marketing Strategy

The Company's marketing strategy is based on a multi-media approach, using newspapers, television, radio, direct mail and catalogs to highlight seasonal promotions, selected brand-name merchandise and frequent storewide sales events. Advertising efforts are focused on communicating branded merchandise offered by the Company, and the high levels of quality, value and customer service available in the Company's stores. In its efforts to improve the effectiveness of its advertising expenditures, the Company uses data captured through its proprietary credit card to develop segmented advertising and promotional events targeted at specific customers who have established purchasing patterns for certain brands, departments or store locations.

The Company's sales promotion strategy also focuses on special events such as fashion shows, bridal shows and wardrobing seminars in its stores and in the communities in which they are located to convey fashion trends to its customers. The Company receives reimbursement for certain of its promotional activities from some of its vendors.

The Company offers selected merchandise, a Bridal & Gift Registry service, and other general corporate information on the World Wide Web at http://www.gottschalks.com, and sells merchandise through its mail order department. The information on the Company's website is not part of this annual report.

Customer Service

Management believes one way the Company can differentiate itself from its competitors is to provide a consistently high level of customer service. The Company has a "Four Star" customer service program, designed to continually emphasize and reward high standards of customer service in the Company's stores. Sales associates are encouraged to keep notebooks of customers' names, clothing sizes, birthdays, and major purchases, to telephone customers about promotional sales and to send thank-you notes and other greetings to their customers during their normal working hours. Product seminars and other training programs are frequently conducted in the Company's stores and its corporate headquarters to ensure that sales associates will be able to provide useful product information to customers. The Company also offers opportunities for management training and leadership classes for those associates identified for promotion within the Company. Various financial incentives are offered to the Company's sales associates for reaching sales performance goals.

In addition to providing a high level of personal sales assistance, management believes that well-stocked stores, a liberal return and exchange policy, frequent sales promotions and a conveniently located and attractive shopping environment enhance its customers' shopping experience and increase customer loyalty. Management also believes that maintaining appropriate staffing levels in its stores, particularly at peak selling periods, is essential for providing a high level of customer service.

Distribution of Merchandise

The Company operates a 420,000 square foot distribution center located in Madera, California. The facility, constructed in 1989, is located in close proximity to the Company's corporate headquarters in Fresno, California. The facility serves all of the Company's store locations, with daily distributions of merchandise to all stores, including its stores located in states outside California. During the period of July 2000 through June 2001, the Company distributed merchandise to its locations in Washington, Alaska, Idaho and two of the stores located in Oregon through an outsourced facility located in Kent, Washington. The Company ceased using the outsourced facility in June 2001, consolidating all of its distribution functions to the facility in Madera.

The Company has continued to improve its logistical systems, focusing on the adoption of new technology and operational best practices, with the goals of receiving, processing and distributing merchandise to stores at a faster rate and at a lower cost per unit. The Company's logistical systems enable the Company to "cross dock" the majority of its merchandise, thereby processing merchandise through the distribution center in several minutes as compared to several days in the past. The Company has formal guidelines for vendors with respect to shipping, receiving and invoicing for merchandise. Vendors that do not comply with the guidelines are charged specified fees depending upon the degree of non-compliance. Such fees are intended to offset higher costs associated with the processing of and payment for such merchandise.

Private-Label Credit Card

Sale of Receivables

On January 31, 2003, pursuant to the terms of a Purchase and Sale Agreement, the Company sold its proprietary credit card accounts and accounts receivable to Household. The $102.8 million proceeds consisted of $100.3 million for the sale of the accounts and receivables and $2.5 million in prepaid program revenues. Proceeds from the sale were used to pay in full $73.2 million principal and interest due to certificateholders under the Company's accounts receivable securitization program plus $3.4 million in prepayment penalties. The remaining proceeds of $26.2 million were applied as a reduction of outstanding borrowings under the Company's revolving credit facility.

In connection with the sale, the Company entered into two additional agreements, an Interim Servicing Agreement (the "ISA") and a Credit Card Program Agreement (the "CCA"). Under the terms of the ISA, the Company will continue to service the credit card receivables until such time that Household assumes the servicing (the "Conversion Date"). The planned Conversion Date is May 14, 2003, but such date may be extended to June 1, 2003 upon notice from Household to the Company. Household is compensating the Company for providing the interim servicing. The Company believes this compensation will at least be equal to the costs of providing such services during the interim period.

The CCA sets forth the terms and conditions under which Household will issue Gottschalks private-label credit cards and pay the Company for sales made on the cards. The CCA has a term of five (5) years and is cancellable by either party under certain circumstances. The CCA further provides for the Company to be paid a percentage of Net Cardholder Charges and a percentage of other Revenue (such terms as defined in the CCA). The Company believes the amounts received under the CCA will equal or exceed the net revenues from its former in-house credit card operations, net of operating expenses and interest expense.

Credit Card Program

Management believes the private-label credit card enhances the Company's ability to generate and retain market share as well as increase sales. Private-label credit card sales as a percentage of total sales were 43.2%, 40.9% and 41.4% in fiscal 2002, 2001 and 2000, respectively.

The Company has a variety of credit-related programs which management believes have improved customer service and increased credit-sales. Such programs include:

  • An "Instant Credit" program, through which successful credit applicants receive a discount ranging from 10% to 50% (depending on the results of the Instant Credit scratch-off card) on the first day's purchases made with the Company's credit card;
  • A "55-Plus" charge account program, which offers additional merchandise and service discounts to customers 55 years of age and older;
  • "Gold Card" and "55-Plus Gold Card" programs, which offer special services at a discount for customers who have a minimum net spending history on their charge accounts of $1,000 per year; and
  • The "Gottschalks Rewards" program, which offers an annual rebate certificate for up to 5% of annual credit purchases on the Company's credit card (up to a maximum of $10,000 of annual purchases) which can be applied towards future purchases of merchandise.
  • Various credit-card related promotional events throughout the year.

The Company expects to maintain these programs or possibly replace them with improved programs after Household assumes the servicing.

As of March 31, 2003 there were approximately 791,000 active Gottschalks credit card holders, as compared to 754,000 active credit card holders as of March 31, 2002. Management believes holders of the Company's credit card typically buy more merchandise from the Company than other customers.

Household Credit Card Servicing

Management believes the Company will realize substantial benefits from Household servicing Gottschalks credit card accounts, including the following:

  • Increased rate of approval of credit applications. The Company has historically approved approximately 66% of applications. It is expected that Household will approve 75-80% of applications at no increased risk to Gottschalks.
  • The Company expects Household will raise credit limits for existing customers and issue higher limits for new customers.
  • Partnering with Household to implement new, innovative marketing programs.
  • More experienced and more professional credit customer service personnel.

Management believes these benefits will translate into increased sales and improved customer service.

Competition and Seasonality

See Part I, Item I, "Risk Factors - We Face Significant Competition from Other Retailers" and "Risk Factors - Our Business is Susceptible to Economic Conditions and Other Factors that Affect our Markets, Some of Which are Beyond our Control".

Employees

As of February 1, 2003, the Company had approximately 6,400 employees, including 3,850 employees working part-time (less than 28 hours per week on a regular basis). As of February 2, 2002, the Company had 7,200 employees (including 4,300 working part-time). The decrease in the number of employees from the prior year is partially attributable to the store closures in fiscal 2002. The Company hires additional temporary employees and increases the hours of part-time employees during seasonal peak selling periods. Approximately 165 employees in six former Lamonts locations in King County, Washington are covered by a collective bargaining agreement with the United Food and Commercial Worker's Union (UFCW). After the acquisition of Lamonts' assets, which included the leases of those six stores, the Company engaged in good faith bargaining and as a result, ratified an agreement with the union with a 2-½ year term on April 7, 2001. The agreement expires on September 30, 2003. Management does not believe that the agreement will have a material affect on the Company's business, financial condition or results of operations. Management considers its employee relations to be good.

Available Information

Gottschalks' internet address is http://www.gottschalks.com. Beginning on September 5, 2001, we have made available, free of charge through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Forms 8-K and 16K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the Securities and Exchange Commission.

Executive Officers of the Registrant

Information relating to the Company's executive officers is included in Part III, Item 10 of this report and is incorporated herein by reference.

FORWARD-LOOKING STATEMENTS

This Form 10-K contains certain "forward-looking statements" regarding activities, developments and conditions that the Company anticipates may occur or exist in the future relating to things such as:

  • the Company's ability to meet debt obligations and adhere to the restrictions and covenants imposed under its various debt agreements;
  • the timely receipt of merchandise and the Company's ability to obtain adequate trade credit from its key factors and vendors;
  • the Company's ability to either improve the operating results and cash flows of certain of the stores acquired in the Lamonts acquisition, or to sell, sublease or close those stores that continue to be underperforming;
  • the impact of higher interest rates;
  • the impact of higher operating costs, including workers' compensation, health care and energy costs;
  • future capital expenditures;
  • the Company's competitive strategy, competitive pricing and other competitive pressures;
  • the ability of the Company to sell or sublease two stores closed in fiscal 2001;
  • the effect of the adoption of new accounting standards by the Company;
  • the realization of the Company's deferred tax assets;
  • the Company's assumptions and expectations underlying its critical accounting policies (see "Management's Discussion and Analysis of Financial Condition and Results of Operations");
  • the unlikelihood of potential draws under the Company's outstanding standby letters of credit;
  • the overall level of consumer spending and demand for the products offered;
  • general economic conditions;
  • the impact of sales promotions and customer service programs on consumer spending;
  • lease extensions and suitable alternative store locations; and
  • the future cost and utilization of consumer credit programs under the CCA.

Such forward-looking statements can be identified by words such as: "believes," "anticipates," "expects," "intends," "seeks," "may," "will," "projects," "forecasts," "plans" and "estimates". The Company bases its forward-looking statements on its current views and assumptions. As a result, those statements are subject to risks and uncertainties that could cause actual results to differ materially from those predicted. Some of the factors that could cause the Company's results to differ from those predicted include the following risk factors, as well as other risks and uncertainties discussed in other documents filed by the Company with the Securities and Exchange Commission. In addition, the Company typically earns a disproportionate share of its operating income in the fourth quarter due to seasonal buying patterns, which are difficult to forecast with certainty. While the Company believes that its assumptions are reasonable, it cautions that it is impossible to predict the impact of such factors which could cause actual results to differ materially from predicted results.

The following list of important factors is not exclusive and the Company does not undertake to revise or update any forward-looking statement to reflect events or circumstances that occur after the statement is made.

RISK FACTORS

The Company's business is subject to certain risks, and those risks should be considered while evaluating its business and financial results. Any of the risks discussed below could materially and adversely affect the Company's operating results and financial condition, as well as the projections and beliefs about its future performance. Accordingly, the Company's results could differ materially from those projected in its forward-looking statements. In addition, the preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts and timing of revenue and expenses, the reported amounts and classification of assets and liabilities and the disclosure of contingent assets and liabilities. Actual results could differ materially from the Company's estimates and assumptions. (See Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies".)

The Company's Sources of Liquidity Are Limited

The Company's working capital requirements are currently met through a combination of cash generated by operations, borrowings under its senior revolving credit facility, short-term trade and factor credit, and by proceeds from external financings and sale transactions. In the event these sources of liquidity are not adequate, the Company may be required to pursue one or more alternative strategies to improve its liquidity position, which could include the sale of additional stores or the issuance of additional equity or equity-linked securities. If the estimates or assumptions relative to any one of these sources of liquidity are not realized, the Company's business, financial condition and results of operations may be materially adversely affected.

Because the Company is already highly leveraged, the ability to obtain additional or alternative sources of financing in the future for working capital, capital expenditures, new store openings, acquisitions and other general corporate purposes is limited. This limited financial flexibility may result in increased vulnerability to general adverse economic and industry conditions, a more limited ability to react to changes in the business environment and the industry in which the Company competes, and the Company may be at a competitive disadvantage with competitors that have less debt and greater access to capital resources. In addition, a significant portion of the Company's cash flow from operations must be dedicated to the payment of principal, interest and other fees relative to its debt, which reduces the funds available to operations. Risks and uncertainties associated with the previously described sources of liquidity are described more fully below.

The Company Is Highly Dependent On Its Senior Revolving Credit Facility For Working Capital Purposes

The Company is highly dependent on its ability to borrow against its senior revolving credit facility for working capital purposes. The Company's senior revolving credit facility (the "GE facility"), for which General Electric Capital Corporation ("GE Capital") acts as administrative agent, currently provides for borrowings of up to $165.0 million through January 31, 2005. Such borrowings are subject to a restrictive borrowing base equal to a specified percentage of eligible merchandise inventory, less other reserves that are established by GE Capital. Several factors can influence the maximum amount the Company is able to borrow under this facility, including without limitation, the level of eligible inventory, the appraised value of eligible inventory and the level of reserves established against eligible inventory. Any significant reduction to the Company's borrowing capacity under the GE facility would have a material adverse affect on the Company's liquidity position. At the closing date, the sale of receivables to Household resulted in a $30 million reduction in credit facility borrowings and a corresponding increase in availability. The Company estimates the increase in availability over the course of the year will range from $22 million to $30 million compared to prior years and based upon previous accounts receivable balances.

The GE facility contains restrictive financial and operating covenants, including without limitation, the requirement to maintain a minimum twelve-month trailing EBITDA (as defined in the agreement) and the requirement to maintain a minimum accounts payable to inventory ratio. Certain of the Company's other debt agreements also contain financial and other restrictive covenants, as well as cross default provisions. Accordingly, the failure to comply with these restrictions and covenants would cause a cross-default under the majority of the Company's other debt agreements. Any of these defaults, if not waived, could result in a majority of the Company's debt becoming immediately due and payable. If this were to occur, the Company may not be able to repay the debt or borrow sufficient funds to refinance it. Even if new financing were available, the Company may not be able to complete such refinancing quickly enough or at financially acceptable terms. (See Part II, Item 7, "Management's Discussion and Analysis of Results of Operations and Financial Condition".)

The Company Is Highly Dependent On Key Relationships With Factors And Vendors

The success of the Company's business is highly dependent upon the adequacy of trade credit offered by key factors and vendors, the vendors' ability and willingness to sell it products at favorable prices and terms, and the willingness of vendors to ship merchandise on a timely basis. Restrictions to the amount of trade credit granted by key factors and vendors can adversely impact the volume of merchandise the Company is able to purchase. Any significant reduction in the volume of merchandise the Company is able to purchase, or a prolonged disruption in the timing of when merchandise is received, would have a material adverse affect on the Company's business, liquidity position, and results of operations.

The Company began to experience a significant reduction in the level of unsecured credit offered by many of its factors and vendors in late fiscal 2001. Following the finalization of the GE facility on February 1, 2002, the level of unsecured credit offered by vendors increased, but unsecured credit granted by key factors, which can represent over 50% of total trade credit granted to the Company, remained restricted. Management negotiated the restoration of partially secured credit lines with certain key factors by issuing standby letters of credit. Certain of those letters of credit were collateralized by the Harris letter of credit, which is described below. The issuance of those letters of credit reduced the Company's borrowing availability under the GE facility. In order to offset the majority of this availability reduction, Harris, an affiliate of the Company, agreed to provide a short-term credit enhancement to the GE facility under the terms of a Credit Facilitation Agreement (the "CFA") entered into with the Company on February 22, 2002. During 2002, the CFA was amended three times to provide for extensions of the expiration date of the Harris letter of credit. Under the terms of the third amendment to the CFA, the Harris letter of credit was cancelled and the CFA was terminated as a result of the closing of the sale of receivables to Household.

Despite the increase in the amount of unsecured credit granted by the Company's vendors and factors since the finalization of the GE facility in February 2002, such amounts remained below historical levels throughout fiscal 2002. Nevertheless, the Company has been able to purchase an adequate level of merchandise to support its operations to date. In addition, upon the completion of the receivables sale to Household, the Company's largest factor significantly increased its unsecured credit line and substantially all of the Company's major unfactored suppliers increased their credit lines to historical levels. The Company has also reduced the amount of outstanding factor letters of credit and intends to negotiate further reductions and ultimately the elimination of all such letters of credit.

Nonetheless, there can be no assurance the Company will continue to receive an adequate level of key factor and vendor trade credit to support its operations. Any significant reductions of trade and factor support may impair the Company's ability to purchase an adequate level of merchandise to support its operations. The inability to purchase an adequate level of merchandise would have a material adverse affect on the Company's business, liquidity position and results of operations.

The Company Continues To Face Integration Challenges With The Lamonts Acquisition

As described more fully in the Company's Annual Reports on Form 10-K for the years ended February 2, 2002 and February 3, 2001, many of the stores acquired from Lamonts performed below expectations in fiscal 2001 and 2000. This lower than expected operating performance continued throughout fiscal 2002, contributing to the Company's reduced earnings and liquidity position.

Based on reviews of the long-term prospects of each of the acquired stores, management decided to close six of the acquired stores in fiscal 2001 and four in fiscal 2002. The Company also announced the closure of an additional four stores in fiscal 2003. After these additional store closings, the Company will continue to operate 20 of the original 34 acquired stores. However, certain of those stores continue to perform below expectations. In the event the Company is unable to improve the operating performance of those locations, management may consider the sale, sublease or closure of those locations in the future. In the past, the Company has successfully improved the operating results and cash flows of underperforming locations through a variety of strategies, including revising the merchandise mix, changing store management, revising marketing strategies, renegotiating lease agreements and reducing operating costs. There can be no assurance, however, that these strategies will improve the operating results and cash flows of those underperforming stores, or that the Company will be able to sell, sublease or close those stores in the event their performance does not improve. In addition, the Company may incur certain costs and expenses in connection with the sale or closure of those locations that may not be fully offset by sale proceeds, sublease income or favorable lease terminations. As a result, significant store closure costs may be incurred in the future.

During fiscal 2002, the Company performed an analysis of all of its underperforming store locations, which consisted primarily of former Lamonts locations. This analysis was performed by comparing projected net operating cash flows, including estimated proceeds from the sale of certain assets, to the carrying value of the stores' long-lived assets. As a result of this analysis, the Company recorded non-cash asset impairment charges of $10.9 million to write down property and equipment, leasehold interests and goodwill related to certain of the under-performing stores. After giving effect to such charges, as of February 1, 2003 the Company has $7.5 million of long-lived assets recorded with respect to such underperforming stores. If actual market conditions are less favorable than those projected, additional charges for the impairment of long-lived assets may be incurred in the future.

The Company Faces Significant Competition From Other Retailers

The retail business is highly competitive, and if the Company fails to compete effectively, it could lose market share. The Company's primary competitors include national, regional and local chain department and specialty stores, general merchandise stores, discount and off-price retailers and outlet malls. Increased use and acceptance of the internet and other home shopping formats also creates increased competition. Some of these competitors offer similar or better-branded merchandise and have greater financial resources to purchase larger quantities of merchandise at lower prices. The Company's ability to counteract these competitive pressures depends on its ability to:

  • offer merchandise which reflects the different regional and local needs of its customers;
  • differentiate and market the Company as a home-town, locally-oriented store (as opposed to its more nationally focused competitors); and
  • continue to offer adequate quantities of better to moderately priced branded and private label merchandise at comparable profit margins.

The Company's Business Is Susceptible To Economic Conditions And Other Factors That Affect Its Markets, Some Of Which Are Beyond Its Control

General Economic and Market Conditions. The Company's stores are located primarily in non-major metropolitan, suburban and agricultural areas in the western United States. A substantial portion of the stores are located in California and Washington. The Company's success depends upon consumer spending, which may be materially and adversely affected by any of the following events or conditions:

  • a downturn in the national, California or Pacific Northwest economies;
  • a downturn in the local economies where the stores are located;
  • a decline in consumer confidence;
  • an increase in interest rates;
  • inflation or deflation;
  • consumer credit availability;
  • consumer debt levels;
  • higher energy costs in California and the Pacific Northwest;
  • higher healthcare and workers' compensation insurance costs;
  • higher property and casualty insurance costs;
  • tax rates and policy; and
  • unemployment trends.

Seasonality and Weather. Seasonal influences affect the Company's sales and profits. The Company experiences its highest levels of sales and profits during the Christmas selling months of November and December, and, to a lesser extent, during the Easter holiday and Back-to-School seasons. The Company has increased working capital needs prior to the Christmas season to carry significantly higher inventory levels and generally increases its selling staff levels to meet anticipated demands. Any substantial decrease in sales during its traditional peak selling periods could materially adversely impact the Company's business, financial condition and results of operations.

The Company also depends on normal weather patterns across its markets. Historically, unusual weather patterns have significantly impacted its business.

Consumer Trends. The Company's success partially depends on its ability to anticipate and respond to changing consumer preferences and fashion trends in a timely manner. However, it is difficult to predict what merchandise consumers will demand, particularly merchandise that is trend driven. Failure to accurately predict constantly changing consumer tastes, preferences and spending patterns could adversely affect short and long-term results.

War and Acts of Terrorism. The involvement of the United States in the war in Iraq has had an adverse impact on the Company by, among other things, adversely affecting retail sales as a result of reduced consumer spending, and by causing substantial increases in fuel prices thereby increasing the costs of doing business. Any future war or significant act of terrorism on U.S. soil or elsewhere could have an adverse effect from the foregoing and by impeding the flow of imports or domestic products to the Company.

The Company May Face Higher Operating Costs

Approximately 48.6% of the Company's debt at February 1, 2003 has underlying variable interest rates, which may result in higher interest expense in the event interest rates are raised. (See Item 7A "Qualitative and Quantitative Disclosures about Market Risk.")

A substantial portion of the Company's stores are located in California and Washington. As a result, the Company is particularly sensitive to negative occurrences in those states. In mid-fiscal 2001, problems associated with the deregulation of the electric industry in California resulted in intermittent service interruptions and higher utility rates. The Company may face similar situations in the future. The Company's inability to adequately address these problems could have a material adverse affect on its financial position and results of operations. In addition, the Company is facing higher workers' compensation, health insurance and property and casualty insurance costs in the market areas in which it operates. There can be no assurance that the Company will be able to fully offset the negative impact of such higher costs.

The Company Depends On Key Personnel

The Company's success depends to a large extent on its executive management team. The loss of the services of certain of its executives could have a material adverse effect on the Company. The Company cannot guarantee that it will be able to retain such key personnel or attract additional qualified members to its management team in the future.

The Company also depends on attracting and retaining a large number of qualified employees to maintain and increase sales and to execute its customer service programs. Many of its employees are in entry level or part-time positions with historically high levels of turnover. The Company's ability to meet its employment needs is dependent on a number of factors, including the following factors which affect our ability to hire or retain qualified employees:

  • unemployment levels;
  • minimum wage legislation;
  • rising health care costs; and
  • changing demographics in the local economies where stores are located.

Item 2. PROPERTIES

Corporate Office and Distribution Center

The Company's corporate headquarters is located in an office building in Fresno, California. The building was constructed in 1991 and is owned by a limited partnership in which the Company is the sole limited partner holding a 36% interest. The Company leases 89,000 square feet of the 176,000 square foot building under a twenty-year lease expiring in 2011. The lease contains two consecutive ten-year renewal options and the Company receives favorable rental terms under the lease. As described in Note 6 to the Consolidated Financial Statements, the Company has financed its interest in the partnership with a three-year promissory note maturing in May 2005. The Company believes that its current office space is adequate to meet its office space requirements for the foreseeable future.

The Company's distribution center, constructed in 1989, is a 420,000 square foot distribution facility located in Madera, California, which is in close proximity to the Company's corporate headquarters. The facility was originally designed to provide for the future growth of the Company and its processing capacity and physical size is readily expandable. The Company leases the distribution facility from an unrelated party under a 20-year lease expiring in the year 2009, with six consecutive five-year renewal options.

Store Leases and Locations

The Company owns seven of its 69 department stores, all of which are subject to mortgage loans, and leases the remaining 62 department stores and all of its 12 specialty stores, and remains obligated under the leases for 2 of the department stores closed in fiscal 2001. Most of the Company's department store leases expire in various years through 2021, and have renewal options for one or more periods ranging from five to 20 years. Leases for specialty store locations generally do not contain renewal options. While there is no assurance that the Company will be able to negotiate further extensions of any particular lease, management believes that satisfactory extensions or suitable alternative store locations will be available.

Certain of the department and specialty store leases provide for the payment of additional contingent rentals based on a percentage of sales, require the payment of property taxes, insurance and maintenance costs, and, in certain cases, also provide for rent abatements and scheduled rent increases during the lease terms. The Company leases three of its department stores from ECI, an affiliate of the Company. Additional information pertaining to the Company's store leases is included in Note 8 to the Consolidated Financial Statements.

The following table contains additional information about the Company's stores open as of the end of fiscal 2002:


                              #        Gross
                             of       Square
          State            Stores   Footage(1)
- ------------------------- --------- -----------
Department Stores:                             
  California.............       39   4,048,636
  Washington.............       17     864,782
  Alaska.................        6     314,987
  Oregon.................        3     157,400
  Nevada.................        2     199,300
  Idaho..................        2      80,054

                          --------- -----------
     Total                      69   5,665,159
                          ========= ===========
                                               
Specialty Stores:                              
  California.............       11      50,570
  Nevada.................        1       3,211
                          --------- -----------
    Total                       12      53,781
                          ========= ===========

_______________________

(1) Reflects total store square footage, including office space, storage, service and other support space that is not dedicated to merchandise sales.

Item 3. LEGAL PROCEEDINGS

The Company is party to legal proceedings and claims which have arisen during the ordinary course of business. In the opinion of management, the ultimate outcome of such litigation and claims is not expected to have a material adverse effect on the Company's financial position or results of its operations.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

No matters were submitted to a vote of security holders of the Company during the fourth quarter of the fiscal year covered in this report.

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock is listed for trading on both the New York Stock Exchange ("NYSE") and the Pacific Stock Exchange. The following table sets forth the high and low sales prices per share of common stock as reported on the NYSE Composite Tape under the symbol "GOT" during the periods indicated:


                           2002            2001
                      --------------- ---------------
Fiscal Quarters        High     Low    High     Low
- --------------------- ------- ------- ------- ------- 
   1st Quarter.......   3.85    2.24    6.20    4.62
   2nd Quarter.......   3.48    2.43    5.38    2.85
   3rd Quarter.......   2.70    1.17    3.38    2.25
   4th Quarter.......   2.13    1.47    3.12    2.26

On March 31, 2003, the Company had 786 stockholders of record, some of which were brokerage firms or other nominees holding shares for multiple stockholders. The closing price of the Company's common stock as reported by the NYSE on March 31, 2003 was $1.08 per share.

The Company has not paid a cash dividend since its initial public offering in 1986. The Board of Directors has no present intention to pay cash dividends in the foreseeable future, and will determine whether to declare cash dividends in the future depending on the Company's earnings, financial condition and capital requirements. In addition, the Company's senior revolving credit agreement and certain of its other debt agreements prohibit the Company from paying dividends without prior written consent from those lenders. (See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations.")

Item 6. SELECTED FINANCIAL DATA

The Company reports on a 52/53 week fiscal year ending on the Saturday nearest to January 31. The fiscal years ended February 1, 2003, February 2, 2002, February 3, 2001, January 29, 2000 and January 30, 1999, are referred to herein as fiscal 2002, 2001, 2000, 1999 and 1998, respectively. All fiscal years noted include 52 weeks, except for fiscal 2000, which includes 53 weeks. Management believes the Company's results of operations for fiscal 2000 were not materially affected by results applicable to the 53rd week.

The selected financial data below should be read in conjunction with Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the Consolidated Financial Statements of the Company and related notes included elsewhere herein.


                                                           Fiscal Years
                                    ------------- ------------------------------------------------------
                                      2002          2001          2000             1999          1998
                                    ---------     ---------     ---------        ---------     ---------
                                            (In thousands of dollars, except share data)                
RESULTS OF OPERATIONS:                                                                                  
Net sales......................... $ 691,428     $ 710,702     $ 663,868     $    541,275     $ 478,538
Net credit revenues...............     8,225         8,420         9,150            8,709         6,988
Net leased department
  revenues (1)....................     3,557         4,093         3,948            4,209         5,944
                                    ---------     ---------     ---------        ---------     ---------
   Total revenues.................   703,210       723,215       676,966          554,193       491,470
                                    ---------     ---------     ---------        ---------     ---------
Costs and expenses:
  Cost of sales...................   457,095       470,281       433,724          354,010       313,431
  Selling, general and
   administrative expenses........   218,797       223,926       201,765          167,561       152,231
  Depreciation and
   amortization (2)...............    14,259        14,123        11,505            9,465         8,040
  Asset impairment charges (3)....    10,867            --            --            1,933            --
  Store closure costs (4).........     3,436           729
  Receivables sale costs (5)......     1,749            --            --               --            --
  New store pre-opening
   costs (6)......................        --            --         6,183              495           421
  Acquisition related
   expenses.......................        --            --            --               --           859
                                    ---------     ---------     ---------        ---------     ---------
   Total costs and expenses.......   706,203       709,059       653,177          533,464       474,982
                                    ---------     ---------     ---------        ---------     ---------
Operating income (loss)...........    (2,993)       14,156        23,789           20,729        16,488
                                    ---------     ---------     ---------        ---------     ---------
Other (income) expense:
 Interest expense.................    15,883        14,364        13,750           11,408         9,470
 Losses on early extinguishment
   of debt (7)....................     3,695           696            --               --            --
 Miscellaneous income.............    (1,808)       (1,595)       (1,414)          (1,555)       (2,011)
                                    ---------     ---------     ---------        ---------     ---------
                                      17,770        13,465        12,336            9,853         7,459
                                    ---------     ---------     ---------        ---------     ---------
Income (loss) before income taxes.   (20,763)          691        11,453           10,876         9,029

Income tax expense (benefit)......    (8,790)          266         4,374            4,240         3,747
                                    ---------     ---------     ---------        ---------     ---------
Net income (loss)................. $ (11,973)    $     425     $   7,079     $      6,636     $   5,282
                                   ==========    ==========    ==========    =============    ==========
Net income (loss) per common share
   (basic and diluted)............ $   (0.94)    $    0.03     $    0.56     $       0.53     $    0.46
                                    =========     =========     =========        =========     =========

Weighted-average number of
  common shares outstanding:
     Basic........................    12,747        12,681        12,614           12,577        11,418
     Diluted......................    12,747        12,691        12,632           12,616        11,449



                                                           Fiscal Years
                                    ------------- ------------------------------------------------------
                                      2002          2001          2000             1999          1998
                                    ---------     ---------     ---------        ---------     ---------
                                                      (In thousands of dollars)                         
SELECTED BALANCE SHEET DATA:                                                                            
Retained interest in
  receivables sold................ $      --     $  19,222     $  19,853     $     29,138     $  37,399
Receivables, net..................    10,641        11,331         9,248            7,597        18,985
Merchandise inventories (8).......   164,615       161,041       185,226          130,028       123,118
Property and equipment, net.......   139,888       153,200       147,711          120,393       113,645
Total assets......................   348,729       392,193       410,059          316,164       326,596
Working capital...................    79,949       104,378       111,011          104,719        96,231
Long-term obligations,
  less current portion............    75,097       110,216       113,012           80,674        74,114
Subordinated note
  payable to affiliate............    21,989        21,646        21,303           20,961        20,618
Stockholders' equity..............   106,324       118,172       117,573          110,238       103,468


                                                           Fiscal Years
                                    ------------- ------------------------------------------------------
                                      2002          2001          2000             1999          1998
                                    ---------     ---------     ---------        ---------     ---------
                                          (In thousands of dollars, except per square foot data)         
OTHER SELECTED DATA:                                                                                    
Sales growth:
  Total store sales...............     (2.7)%          8.5% (9)     22.6%(10)         9.9%         15.4% (11)
  Comparable store sales (12).....     (0.8)%          0.4% (9)      5.6%(13)(14)     7.7%(14)      2.1%

Comparable stores data (12)(15):
  Sales per selling square foot... $     148 (16)$     173     $     176     $        168     $     170
  Selling square footage..........     4,654 (16)    3,478         3,384            2,758         2,621

Capital expenditures.............. $   8,279     $  18,683     $  29,635     $     16,059     $  16,801
Current ratio.....................     1.70:1       1.97:1        1.93:1           2.38:1        1.98:1


__________________________

(1) Net leased department revenues consist of sales totaling $24.9 million, $28.9 million, $27.7 million, $29.0 million and $40.2 million in fiscal 2002, 2001, 2000, 1999 and 1998, respectively, less cost of sales.

(2) Depreciation and amortization includes the amortization of goodwill totaling $570,000, $553,000, $536,000 and $291,000 in fiscal 2001, 2000, 1999 and 1998, respectively, and the amortization (accretion) of leasehold interests totaling $(39,000), $424,000 and $113,000 in fiscal 2002, 2001 and 2000, respectively. Effective the beginning of fiscal 2002, the Company implemented the provisions of SFAS No. 142. As a result, the Company no longer amortizes goodwill and instead tests it for impairment. The Company continues to amortize leasehold interests (see Note 1 to the Consolidated Financial Statements).

(3) The fiscal 2002 charge consists of non-cash asset impairment charges to write down long-lived assets related to certain underperforming stores (see Note 10 to the Consolidated Financial Statements). The fiscal 1999 amount represents a non-recurring charge related to the write-off of an investment in a co-operative buying group.

(4) The fiscal 2002 amount represents costs associated with the closure of eight stores in fiscal 2002 and 2003. The fiscal 2001 amount represents costs incurred in connection with (i) the closure of seven stores in fiscal 2001, net of proceeds from the sale or favorable termination of the related store leases, and (ii) the discontinuation of the use of an outsourced distribution center facility located in Kent, Washington. The Company subsequently re-opened one of the closed stores, resulting in a total of six stores closed in fiscal 2001. Costs associated with the reopening of the store are included in selling, general and administrative costs for financial reporting purposes. See Note 9 to the Consolidated Financial Statements.

(5) Represents receivable sale transaction costs, net of an interest only strip. The interest only strip represents the portion of the initial program fees to be received that is considered a residual interest in the assets sold. See Note 2 to the Consolidated Financial Statements.

(6) Fiscal 2000 includes $5.6 million pre-tax ($3.5 million, or $0.28 per share, after-tax) of non-recurring costs associated with the re-opening of the stores acquired in the Lamonts acquisition.

(7) The 2002 amount represents securitization program prepayment penalties and the write-off of unamortized loan fees (see Note 2 to the Consolidated Financial Statements). The 2001 amount consists of the prepayment penalty and the write-off of unamortized loan fees related to the early retirement of the Company's previous revolving credit facility (see Note 6 to the Consolidated Financial Statements).

(8) The significant increase in merchandise inventories in fiscal 2000 as compared to the prior year relates primarily to additional inventories purchased for stores acquired in connection with the Lamonts acquisition in that year (see Part I, Item 1, "Business - Acquisitions"). The decrease in inventory from fiscal 2000 to fiscal 2001 is primarily due to the reduction of inventory levels in the Pacific Northwest and Alaska locations to more closely reflect selling trends, as well as to the closure of six stores in fiscal 2001.

(9) Represents total sales and comparable store sales growth percentages for fiscal 2001 as compared to the comparable 52 week period in fiscal 2000. Total sales and comparable store sales for the 52 week period in fiscal 2001 increased by 7.1% and decreased by 0.9%, respectively, as compared to the 53 week period in fiscal 2000.

(10) The increase in total store sales in fiscal 2000 is primarily due to the addition of 37 stores in the second half of fiscal 2000, including the 34 stores acquired in the Lamonts acquisition.

(11) The increase in total store sales in fiscal 1998 is primarily due to the addition of 8 stores in connection with the Harris acquisition. (See Part I, Item I, "Business - Acquisitions".)

(12) Comparable stores are defined as stores which have been open for at least 12 full months and which remain open as of the applicable reporting date.

(13) Represents comparable store sales growth for the first 52 weeks of fiscal 2000 as compared to the same period of fiscal 1999. Comparable store sales for the 53 week period in fiscal 2000 increased by 6.9% as compared to the 52 week period in fiscal 1999.

(14) The comparable store sales increases in fiscal 2000 and 1999 were favorably impacted by the conversion of leased shoe departments to owned departments in 28 department stores effective August 1, 1999.

(15) Includes leased department sales in order to facilitate an understanding of the Company's sales relative to its selling square footage.

(16) The decrease in sales per selling square foot and the increase in selling square footage from 2001 to 2002 is attributable to the inclusion in 2002 comparable stores of the less productive former Lamonts stores.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Following is management's discussion and analysis of significant factors that have affected the Company's financial position and its results of operations for the periods presented in the accompanying consolidated financial statements.

Fiscal 2002 and 2001 results both include 52 weeks as compared to fiscal 2000 results, which includes 53 weeks. Management believes the Company's results of operations for fiscal 2000 were not materially affected by results attributable to the 53rd week.

Critical Accounting Policies

The Company's significant accounting policies are described in Note 1 to the Consolidated Financial Statements included in Part IV, Item 15 of this Form 10-K. The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to its revenue recognition policy, the carrying value of its merchandise inventories, the adequacy of its store closure reserves, and the valuation of its long-lived assets and deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. In the past, actual results have not been materially different from the Company's estimates.

Some of the Company's significant accounting policies involve a higher degree of judgment or complexity than its other accounting policies. The policies described below have been identified as critical to the Company's business operations and the understanding of its results of operations. The impact and associated risks related to these policies on the Company's business operations are discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operations.

Revenue Recognition Policy

Net retail sales are recognized at the point-of-sale, net of estimated sales returns and allowances and exclusive of sales tax. Net retail sales also include all amounts billed to a customer in a sale transaction for shipping and handling, including customer delivery charges. Revenues on special order sales are recognized when the merchandise is delivered to the customer and the merchandise has been paid for in its entirety.

The Company records an allowance for estimated sales returns in the period in which the related sale occurs. These estimates are based primarily on historical sales returns. If the historical data used to calculate these estimates does not properly reflect future returns, revenue could be overstated and adjustments to the allowance for estimated sales returns may be necessary.

Inventory Valuation

Merchandise inventory, which consists of merchandise held for resale, is valued at the lower of LIFO (last-in, first-out) cost or market using the retail inventory method ("RIM") of accounting. Inherent in the RIM calculation are various judgements and estimates including, among others, merchandise markon, markups, markdowns and shrinkage, which significantly impact the ending inventory valuation at cost, as well as resulting gross margins. The Company applies various methodologies to ensure that the application of the RIM is consistent for all periods presented. Such methodologies include the development of consistent cost-to-retail ratios and the grouping of homogenous classes of merchandise. Estimated inventory shrinkage between physical inventory dates is based on historical experience. Should actual inventory shrinkage results differ from the Company's estimate, year-end revisions to inventory shrinkage expense recognized on an interim basis may be required.

Estimating the market value of the Company's merchandise inventory requires assumptions about future demand and market conditions. Such estimates are based on actual and forecasted sales trends, current inventory levels and aging information by merchandise categories. The Company records markdowns to value merchandise inventories at net realizable value. If forecasted sales are not achieved, or if other indicators of impairment are present, additional markdowns may be needed in future periods to clear excess or slow-moving merchandise, which may result in lower gross margins.

Reserve for Store Closure Costs

In the event a store is closed before its lease has expired, the remaining lease obligation after the closing date (less anticipated sublease rental income or proceeds from lease settlements, if any), and asset impairment charges related to furniture, fixtures and equipment, leasehold improvements, goodwill and leasehold interests, if any, are expensed in the period in which management adopts a plan to close the store. Severance and other incremental costs associated with a store closure are expensed as incurred.

For store closure plans adopted after January 1, 2003, store closure costs will generally be recognized when the costs are incurred.

As of February 1, 2003, the Company had a reserve for store closure costs totaling $618,000, which consisted primarily of estimated future lease obligations for two of the store locations closed in fiscal 2001 and the four locations closed in fiscal 2003. In the event the Company is not successful in selling or subleasing the two locations closed in fiscal 2001 as soon as management expects, additional reserves for store closure costs may be recorded. In addition, in the event the Company decides to close additional store locations in fiscal 2003 or beyond, additional reserves for store closure costs, which may be material, may be incurred.

Impairment of Long-Lived Assets

The Company's long-lived assets consist primarily of property and equipment, goodwill, leasehold interests and other long-term assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. With respect to store locations, the Company performs an evaluation of whether an impairment charge should be recorded whenever a store experiences unfavorable operating performance. A store's assets are evaluated for impairment by comparing its estimated undiscounted cash flows over its estimated remaining lease term to its carrying value. If the cash flows are not sufficient to recover the carrying value, a loss equal to the difference between the carrying value and the discounted future cash flows of the asset is recognized. Estimates of future cash flows are based on a variety of factors, including historical experience in similar locations, changes in merchandising, promotional or operating strategy that may affect the profitability of a particular location, knowledge of the market area and in some cases, expected sale proceeds or sublease income, and independent appraisals. In addition, the analysis assumes that new store locations typically take three years to achieve their full profit potential. Various uncertainties, including but not limited to changes in consumer preferences, increased competition or a general deterioration in economic conditions could adversely impact the expected cash flows to be generated by an asset or group of assets. In fiscal 2002, the Company recorded asset impairment charges in connection with store closures, and such charges are included in store closure costs in the accompanying consolidated income statement. In addition, asset impairment charges were recorded for certain underperforming store locations which continue to be operated. If actual performance or fair value estimates for other locations are less favorable than management's projections, future asset impairment charges may be necessary. Similar procedures are used when analyzing other corporate assets for impairment.

Effective the beginning of fiscal 2002, the provisions of SFAS No. 142 were implemented. As a result, the Company no longer amortizes previously recorded goodwill. The Company performs an annual impairment review of goodwill as required by the statement, unless more frequent reviews are warranted by specific events or circumstances. There can be no assurance that at the time these reviews are completed that material impairment charges will not be recorded.

Income Taxes

The carrying value of the Company's net deferred tax assets assumes that the Company will be able to generate sufficient future taxable income to realize the value of these assets. In determining the appropriate valuation allowance, management considers all available evidence for certain tax credit, net operating loss and capital loss carryforwards that would likely expire prior to their utilization. Management believes it is more likely than not that the Company will generate sufficient future taxable income in the appropriate carryforward periods to realize the benefit of its remaining net deferred tax assets. However, if the available evidence were to change in the future, an adjustment to the valuation allowance may be required, resulting in additional income tax expense.

Accounting for the Securitization and Sale of Receivables

Prior to the sale of its customer credit card accounts and accounts receivable to Household on January 31, 2003, the Company conveyed all of the receivables generated under its private label customer credit cards to a wholly-owned subsidiary, GCRC, on a daily basis. Those receivables that met certain eligibility requirements of the program were simultaneously conveyed to GCC Trust to be used as collateral for securities issued to investors. GCC Trust was a qualified special purpose entity and was not consolidated in the Company's financial statements. The transfers of such receivables were accounted for as sales for financial reporting purposes pursuant to SFAS No. 140, "Accounting for the Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," and as such, the transferred receivables were removed from the Company's balance sheet at the time of the transfer. The Company retained a beneficial ownership interest in certain of the receivables transferred under the program and also retained an uncertificated ownership interest in the retained interest to future interest income (interest-only strip) and other receivables that did not meet certain eligibility requirements of the program. The retained interests and the interest-only strips were carried at their estimated fair values, which were estimated based upon the present value of the expected future cash flows, calculated using management's best estimates of key assumptions about anticipated credit losses, account prepayment speeds, discount rates and other factors necessary to derive an estimate of fair values. The gain or loss on the sale of the receivables was calculated by comparing the carrying amount of the financial assets involved in the transfer to their relative fair values at the date of transfer. The certificated portion of the retained interests were considered readily marketable and were classified as available for sale and carried at their estimated fair values in accordance with SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities."

Results of Operations

The following table sets forth for the periods indicated certain items from the Company's Consolidated Income Statements, expressed as a percent of net sales:


                                             Fiscal Years
                                   -------------------------------
                                     2002       2001       2000
                                   ---------  ---------  ---------
Net sales.........................    100.0 %    100.0 %    100.0 %
Net credit revenues...............      1.2        1.2        1.4
Net leased department revenues....      0.5        0.6        0.6
                                   ---------  ---------  ---------
     Total revenues...............    101.7      101.8      102.0

Costs and expenses:
   Cost of sales..................     66.1       66.2       65.3
   Selling, general and
     administrative expenses......     31.6       31.5       30.4
   Depreciation and amortization..      2.1        2.0        1.7
   Asset impairment charges.......      1.6         --         --
   Store closure costs............      0.5        0.1         --
   Receivables sale costs.........      0.3         --         --
   New store pre-opening costs....       --         --        1.0
                                   ---------  ---------  ---------
     Total costs and expenses.....    102.2       99.8       98.4
                                   ---------  ---------  ---------
Operating income (loss)...........     (0.5)       2.0        3.6

Other (income) expense:
   Interest expense...............      2.3        2.0        2.1
   Losses on early extinguishment
     of debt......................      0.5        0.1         --
   Miscellaneous income...........     (0.3)      (0.2)      (0.2)
                                   ---------  ---------  ---------
                                        2.5        1.9        1.9
                                   ---------  ---------  ---------
Income (loss) before income taxes.     (3.0)       0.1        1.7

Income tax expense (benefit)......     (1.3)       0.1        0.6
                                   ---------  ---------  ---------
Net income (loss).................     (1.7)%      0.0 %      1.1 %
                                   =========  =========  =========

Fiscal 2002 Compared to Fiscal 2001

Net Sales

Net sales decreased by approximately $19.3 million, or 2.7%, to $691.4 million in fiscal 2002 as compared to $710.7 million in fiscal 2001. The fiscal 2002 sales decrease is primarily attributable to the closure of six stores in fiscal 2001 and two additional store closures in July, 2002. Comparable store sales for fiscal 2002, which includes sales for stores open for the full period in both years, decreased by 0.8% as compared to the same 52-week period of the prior year.

The Company operated 69 department stores and 12 specialty stores as of the end of fiscal 2002 as compared to 73 department stores and 13 specialty stores as of the end of fiscal 2001. As described more fully in Note 9 to the accompanying financial statements, during fiscal 2002 the Company announced the closure of eight stores. Two such stores were closed in each of June 2002, January 2003 and February 2003, and one store was closed in each of March 2003 and April 2003. Six stores were closed in June and July 2001, with one of those stores subsequently reopened in September 2001. The Company closed one additional store at the end of January 2002, resulting in a total of six stores closed in fiscal 2001.

Net Credit Revenues

Net credit revenues related to the Company's credit card receivables portfolio decreased by approximately $0.2 million or 2.3%, to $8.2 million in fiscal 2002 as compared to $8.4 million in fiscal 2001. As a percent of net sales, net credit revenues were 1.2% of net sales in both fiscal 2002 and fiscal 2001. Net credit revenues consist of the following:


(In thousands of dollars)                                   2002       2001
- --------------------------------------------------------  ---------  ---------
Service charge revenues................................. $  17,813  $  17,817
Interest expense on securitized receivables.............    (4,863)    (4,902)
Charge-offs on receivables sold and provision for
  credit losses on receivables ineligible for sale......    (4,821)    (4,550)
Gain on sale of receivables.............................        96         55
                                                          ---------  ---------
                                                         $   8,225  $   8,420
                                                          =========  =========

Service charge revenues and interest expense on securitized receivables in fiscal 2002 were essentially equal to fiscal 2001. The Company's credit sales as a percent of total sales increased to 43.2% in fiscal 2002 as compared to 40.9% in fiscal 2001.

Charge-offs on receivables sold and the provision for credit losses on receivables ineligible for sale increased by $0.3 million, or 6.0%, in fiscal 2002 as compared to fiscal 2001. As a percentage of net sales, such losses increased to 0.7% in fiscal 2002 as compared to 0.6% in fiscal 2001. These increases reflect higher bankruptcies and higher unemployment rates caused by the economic downturn in certain of the Company's market areas.

The Company expects a substantial decrease in net credit revenues in fiscal 2003 as a result of the receivables sale to Household. The Company also expects a reduction in selling, general and administrative expenses as a result of outsourcing the credit card servicing to Household. In addition, the Company anticipates a reduction in interest expense arising from reduced line of credit borrowings resulting from the application of the proceeds from the Household transaction. The Company believes the net credit revenues the Company receives under the CCA will equal or exceed the net revenues from its former in-house credit card operations, net of operating expenses and interest expense.

Net Leased Department Revenues

Net rental income generated by the Company's various leased departments decreased by approximately $0.5 million, or 13.1%, to $3.6 million in fiscal 2002 as compared to $4.1 million in fiscal 2001. This decrease is primarily due to the August 2001 termination of the shoe department leases in 36 of the Company's Pacific Northwest and Alaska locations, which were operated by an independent lessee. The Company subsequently re-opened Company-operated shoe departments in 15 of those stores. Pursuant to Staff Accounting Bulletin ("SAB") No. 101, sales generated in those departments after the termination of the leases are included in total sales as opposed to net leased department revenues for financial reporting purposes.

Leased department sales are presented net of the related costs for financial reporting purposes. Sales generated in the Company's leased departments, consisting primarily of fine jewelry departments, the shoe departments in 36 Pacific Northwest and Alaska locations (prior to the termination of the lease in August 2001) and beauty salons, totaled $24.9 million in fiscal 2002 as compared to $28.9 million in fiscal 2001.

Cost of Sales

Cost of sales, which includes costs associated with the buying, handling and distribution of merchandise, decreased by approximately $13.2 million to $457.1 million in fiscal 2002 as compared to $470.3 million in fiscal 2001, a decrease of 2.8%. The dollar decrease is primarily due to the decrease in sales volume. The Company's gross margin percentage increased to 33.9% in fiscal 2002 as compared to 33.8% in fiscal 2001. The increase in the gross margin percentage was primarily due to lower markdowns as a percentage of sales as compared to the prior year.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased by approximately $5.1 million, or 2.3%, to $218.8 million in fiscal 2002 as compared to $223.9 million in fiscal 2001. As a percentage of net sales, selling, general and administrative expenses increased 0.1% to 31.6% in fiscal 2002 as compared to 31.5% in fiscal 2001. The dollar decrease is primarily attributable to realized benefits from cost reduction efforts and store closures, partially offset by increases in health care, workers' compensation and property and casualty insurance costs. Lower sales volume contributed to the increase in selling, general and administrative costs as a percentage of net sales. The Company is continuing to implement programs aimed at reducing operating costs throughout all areas of the Company. Although the Company fully anticipates it will be successful in achieving its cost reduction initiatives, there can be no assurance that the Company will be able to fully offset the impact of increases in certain of these costs in the future.

Depreciation and Amortization

Depreciation and amortization expense, which includes the amortization of intangibles (leasehold interests and, in fiscal 2001, goodwill), increased by approximately $0.1 million or 1.0%, to $14.2 million in fiscal 2002 as compared to $14.1 million in fiscal 2001. As a percent of net sales, depreciation and amortization expense increased to 2.1% in fiscal 2002 as compared to 2.0% in fiscal 2001. The dollar increase is primarily due to additional depreciation related to information systems placed in service during 2002 and capital expenditures for the renovation and expansion of certain existing stores. These increases were partially offset by the discontinuance of goodwill amortization as a result of the implementation of SFAS No. 142.

Effective the beginning of fiscal 2002, the Company adopted the provisions of SFAS No. 142. As a result, goodwill is no longer amortized and instead is evaluated for impairment annually, or at any time certain indicators of impairment arise. The amortization of goodwill totaled $0.6 million in fiscal 2001. The Company will continue to amortize leasehold interests over their estimated lease terms.

Asset Impairment Charges

During 2002, the Company recorded non-cash asset impairment charges of $10.9 million to write down long-lived assets related to certain underperforming stores, primarily former Lamonts locations. These charges consisted of $4.3 million of property and equipment, $6.5 million of leasehold interests and $0.1 million of goodwill. The charges were determined by comparing projected net operating cash flows, including estimated proceeds from the sale of certain assets, to the carrying value of the stores' long-lived assets. No such costs were recorded in 2001.

Store Closure Costs

During fiscal 2002, the Company announced the closure of eight of the 34 stores acquired from Lamonts. These stores were determined to be either underperforming or inconsistent with the Company's long-term operating strategy. Two of these stores were closed in each of June 2002, January 2003 and February 2003 and one store was closed in each of March 2003 and April 2003. Net costs associated with the closure of these stores totaled $3.4 million in fiscal 2002. This amount consists of estimated lease termination costs, non-cash asset impairment charges, severance and other incremental costs associated with the store closings totaling $4.5 million less $1.1 million of cash proceeds received from the sale of lease rights and fixtures and equipment. After the eight store closures are completed, the Company will continue to operate 20 of the original 34 stores acquired from Lamonts.

During the second quarter of 2001 the Company closed six of the acquired stores that also were determined to be either underperforming or inconsistent with the long-term operating strategy of the Company. One of those stores was subsequently re-opened in the third quarter of 2001. As planned, the Company also discontinued the use of an outsourced distribution center facility located in Kent, Washington, in June 2001 and consolidated all of the Company's distribution functions into its distribution facility in Madera, California. One additional acquired store was closed in January 2002. Net costs associated with closure of those stores and the outsourced distribution center facility totaled $0.7 million. This amount consists of estimated lease termination costs, non- cash asset impairment charges, severance and other incremental costs associated with the closure of the stores totaling $2.0 million, less $1.3 million of cash proceeds received as a result of the sale of lease rights, fixtures and equipment.

Certain of the Company's remaining stores have continued to perform below expectations. In the event the Company is unable to improve the operating performance of such underperforming stores, the Company may consider the sale, sublease or closure of those stores in the future. In the past, the Company has successfully improved the operating results and cash flows of underperforming stores through a variety of strategies, including revising the merchandise mix, changing store management, revising marketing strategies, renegotiating lease agreements and reducing operating costs. However, there can be no assurance that these strategies will improve the operating results and cash flows of the remaining underperforming stores, or that the Company will be able to sell, sublease or close those stores in the event their performance does not improve. In addition, the Company may incur certain costs and expenses in connection with the sale or closure of those locations that may not be fully offset by sale proceeds, sublease income or favorable lease terminations.

Receivables Sale Costs

In connection with the sale of accounts receivable to Household, the Company recorded receivable sale transaction costs of $2.0 million including consulting, legal, and other fees, and the net non-cash write-off of the remaining accounts of GCRC. These charges are partially offset by a $0.3 million retained interest only strip that will be amortized over the estimated life of the underlying assets sold (estimated to be approximately five months). The interest only strip represents the portion of the initial program fees to be paid that is considered a residual interest in the assets sold.

Interest Expense

Interest expense, which includes the amortization of deferred financing costs, increased by approximately $1.5 million to $15.9 million in fiscal 2002 as compared to $14.4 million in fiscal 2001, an increase of 10.6%. As a percent of net sales, interest expense increased to 2.3% in fiscal 2002 as compared to 2.0% in fiscal 2001. These increases are primarily due to amortization of higher deferred financing costs relating to long-term financings entered into in the fourth quarter of fiscal 2001 and the first three quarters of fiscal 2002, and to an amendment fee relating to the Company's revolving credit facility. These increases were partially offset by lower average outstanding borrowings on the Company's working capital facility.

Interest expense related to securitized receivables is reflected as a reduction of net credit revenues and is not included in interest expense for financial reporting purposes.

Losses on Early Extinguishment of Debt

In fiscal 2002, in connection with the termination of its receivables securitization program, the Company recorded a loss on extinguishment of debt of $3.7 million representing prepayment penalties and the write-off of unamortized deferred loan fees related to the program. In fiscal 2001, the Company recorded a $0.7 million charge consisting of the prepayment penalty and the write-off of unamortized loan fees related to the early retirement of the Company's previous revolving credit facility.

Miscellaneous Income

Miscellaneous income, which includes the amortization of deferred income and other miscellaneous income and expense amounts, increased by approximately $0.2 million to $1.8 million in fiscal 2002 as compared to $1.6 million in fiscal 2001. As a percent of net sales, miscellaneous income increased to 0.3% in fiscal 2002 as compared to 0.2% in fiscal 2001. The dollar increase primarily relates to recoveries of prior interest charges arising from the partial settlement of certain net operating loss carryback claims, partially offset by charges to the Company's partnership investment in its corporate offices related to the partnership's implementation of SFAS No. 133.

Income Taxes

The Company's effective tax rate is a benefit of 42.3% in fiscal 2002 as compared to an expense of 38.5% in fiscal 2001. The fiscal 2002 tax benefit includes $0.8 million arising from the realization of net operating loss carryback claims.

Net Income

As a result of the foregoing, the Company reported a loss of $12.0 million in fiscal 2002 as compared to net income of $0.4 million in fiscal 2001. On a per share basis (basic and diluted), the 2002 net loss was $0.94 per share as compared to net income of $0.03 per share in fiscal 2001.

Fiscal 2001 Compared to Fiscal 2000

Net Sales

Net sales increased by approximately $46.8 million, or 7.1%, to $710.7 million in fiscal 2001 as compared to $663.9 million in fiscal 2000. Fiscal 2001 included 52 weeks as compared to fiscal 2000, which included 53 weeks. On a comparable 52 week versus 52 week basis, net sales for fiscal 2001 increased by $55.7 million, or 8.5%, as compared to fiscal 2000. Fiscal 2001 sales reflect a full year of sales generated by the 34 stores acquired in the Lamonts acquisition (net of lower sales volume resulting from the closure of six of those stores in fiscal 2001), as compared to fiscal 2000, which reflects net sales generated for five months after the opening of the stores in September 2000. Comparable store sales for fiscal 2001, which includes sales for stores open for the full period in both years, increased by 0.4% as compared to the same 52 week period of the prior year.

The Company operated 73 department stores and 13 specialty stores as of the end of fiscal 2001 as compared to 79 department stores and 17 specialty stores as of the end of fiscal 2000. Thirty-seven of those stores were opened in the second half of fiscal 2000, however, and accordingly were not open for the full period of the prior year. As described more fully in Note 2 to the Consolidated Financial Statements, six of the acquired stores were closed in June and July 2001, with one of those stores subsequently reopened in September 2001. The Company closed one additional store at the end of January 2002, resulting in a total of six stores closed in fiscal 2001.

Net Credit Revenues

Net credit revenues related to the Company's credit card receivables portfolio decreased by approximately $0.7 million, or 8.0%, to $8.4 million in fiscal 2001 as compared to $9.1 million in fiscal 2000. As a percent of net sales, net credit revenues were 1.2% of net sales in fiscal 2001 as compared to 1.4% in fiscal 2000. Net credit revenues consist of the following:


(In thousands of dollars)                                   2001       2000
- --------------------------------------------------------  ---------  ---------
Service charge revenues................................. $  17,817  $  16,832
Interest expense on securitized receivables.............    (4,902)    (4,425)
Charge-offs on receivables sold and provision for
  credit losses on receivables ineligible for sale......    (4,550)    (3,642)
Gain on sale of receivables.............................        55        385
                                                          ---------  ---------
                                                         $   8,420  $   9,150
                                                          =========  =========

Service charge revenues increased by approximately $1.0 million, or 5.9%, in fiscal 2001 as compared to fiscal 2000. This increase is primarily due to additional service charge revenues generated by newly originated customer credit card accounts in new stores opened since the same period of the prior year. The increase is also due to an increase in the volume of late charge fees collected on delinquent credit card balances as compared to the same period of the prior year. The decrease as a percentage of net sales is primarily due to lower average outstanding balances on newly originated customer accounts in the 37 new stores opened in fiscal 2000. Such accounts continue to generate lower service charge revenues as compared to those produced by more established accounts. The Company's credit sales as a percent of total sales were 40.9% in fiscal 2001 as compared to 41.4% in fiscal 2000. Excluding credit sales generated in the 37 new stores, credit sales as a percentage of total sales were 45.0% in fiscal 2001 as compared to 43.9% in fiscal 2000.

Interest expense on securitized receivables increased by approximately $0.5 million, or 10.8%, in fiscal 2001 as compared to fiscal 2000. This increase is due to a higher level of average outstanding securitized borrowings resulting from the issuance of the 2000-1 Series certificate in November 2000 (renewed in November 2001), partially offset by a lower weighted- average interest rate applicable to all securitized borrowings during the period (6.59% in fiscal 2001 as compared to 7.62% in fiscal 2000). Charge-offs on receivables sold and the provision for credit losses on receivables ineligible for sale increased by $0.9 million, or 24.9%, in fiscal 2001 as compared to fiscal 2000. As a percentage of net sales, such losses increased to 0.6% in fiscal 2001 as compared to 0.5% in fiscal 2000. These increases reflect higher bankruptcies and higher unemployment rates caused by the economic downturn in certain of the Company's market areas. As a result of a decrease in the volume of receivables sold as compared to the prior year, the gain on the sale of receivables decreased by $0.3 million to $0.1 million in fiscal 2001 as compared to $0.4 million in fiscal 2000.

Net Leased Department Revenues

Net rental income generated by the Company's various leased departments increased by approximately $0.2 million, or 3.7%, to $4.1 million in fiscal 2001 as compared to $3.9 million in fiscal 2000. This increase is primarily due to additional revenues generated by the leased shoe departments in 36 of the Company's Pacific Northwest and Alaska locations, which were operated by an independent lessee since their opening in the second half of fiscal 2000. The Company terminated those leases in August 2001 and re-opened Company operated shoe departments in 15 of those stores. Pursuant to SAB No. 101, sales generated in those departments after the termination of the lease are included in total sales as opposed to net leased department revenues for financial reporting purposes.

Leased department sales are presented net of the related costs for financial reporting purposes. Sales generated in the Company's leased departments, consisting primarily of fine jewelry departments, the shoe departments in 36 Pacific Northwest and Alaska locations (prior to the termination of the lease in August 2001) and beauty salons, totaled $28.9 million in fiscal 2001 as compared to $27.7 million in fiscal 2000.

Cost of Sales

Cost of sales, which includes costs associated with the buying, handling and distribution of merchandise, increased by approximately $36.6 million to $470.3 million in fiscal 2001 as compared to $433.7 million in fiscal 2000, an increase of 8.4%. The dollar increase is consistent with the increase in sales volume. The Company's gross margin percentage decreased to 33.8% in fiscal 2001 as compared to 34.7% in fiscal 2000. The decrease in the gross margin percentage was primarily due to higher markdowns as a percentage of sales as compared to the prior year. The increased level of markdowns was primarily attributable to the clearance of excess seasonal inventory levels in the first half of fiscal 2001 resulting from lower than expected sales in certain of the Pacific Northwest and Alaska store locations and to inventory liquidations at the six stores which were closed.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by approximately $22.2 million, or 11.0%, to $223.9 million in fiscal 2001 as compared to $201.7 million in fiscal 2000. As a percentage of net sales, selling, general and administrative expenses increased to 31.5% in fiscal 2001 as compared to 30.4% in fiscal 2000. The dollar increase is primarily attributable to operating costs associated with a full year of operating the 37 stores opened in the second half of fiscal 2000, as compared to five months of such costs incurred in the prior year. In addition, the Company experienced higher health care and workers' compensation costs, as well as higher utilities costs in California. These factors, combined with lower than expected sales volume generated by the new stores opened in fiscal 2000, contributed to the increase in selling, general and administrative costs as a percentage of net sales.

Depreciation and Amortization

Depreciation and amortization expense, which includes the amortization of intangibles (goodwill and leasehold interests), increased by approximately $2.6 million, or 22.8%, to $14.1 million in fiscal 2001 as compared to $11.5 million in fiscal 2000. As a percent of net sales, depreciation and amortization expense increased to 2.0% in fiscal 2001 as compared to 1.7% in fiscal 2000. The dollar increase is primarily due to additional depreciation related to assets acquired from Lamonts, capital expenditures for new stores and for the renovation of existing stores, and for information systems enhancements, both to integrate the newly acquired stores into the Company's existing systems and for other system enhancements. The increase is also due to an increase in the amortization of assets acquired under capital leases and to the amortization of goodwill and leasehold interests recorded as a result of the Lamonts acquisition.

Effective the beginning of fiscal 2002, the Company adopted the provisions of SFAS No. 142. As a result, goodwill will no longer be amortized and will instead be evaluated for impairment at least annually, or at any time certain indicators of impairment arise. Amortization of goodwill totaled $0.6 million in both fiscal 2001 and fiscal 2000. The Company will continue to amortize leasehold interests over their estimated lease terms.

New Store Pre-Opening Costs

New store pre-opening costs, which are expensed as incurred, typically include costs such as payroll and fringe benefits for store associates, store rents, temporary storage, utilities, travel, grand opening advertising, credit solicitation and other costs incurred prior to the opening of a store. No new store pre-opening costs were incurred in fiscal 2001. The Company recognized a total of $6.2 million of new store pre-opening costs in fiscal 2000, including $5.6 million incurred in connection with the opening of the 34 stores acquired from Lamonts. The Company also recognized new store opening costs totaling $0.6 million in connection with the opening of three new stores in Grants Pass, Oregon, Walla Walla, Washington and Redding, California on August 23, November 8 and November 10, 2000, respectively.

Store Closure Costs

During the second quarter of fiscal 2001, the Company closed six stores and discontinued the use of an outsourced distribution center facility located in Kent, Washington. The Company closed one additional store in January 2002. The Company recognized net store closure costs of $0.7 million in connection with the closure of those stores in fiscal 2001. Such costs represent approximately $2.0 million of estimated lease termination costs, asset impairment charges (including the write-off of allocated goodwill and leasehold interests), estimated severance and other incremental costs expected to be incurred in connection with the closure of the stores, less $1.3 million of cash proceeds received from the sale of lease rights and favorable lease terminations.

The Company re-opened one of the closed stores in the third quarter of fiscal 2001. Costs associated with the re-opening of the store were classified as selling, general and administrative costs and are not included in store closure costs for financial reporting purposes.

Interest Expense

Interest expense, which includes the amortization of deferred financing costs, increased by approximately $0.6 million to $14.4 million in fiscal 2001 as compared to $13.8 million in fiscal 2000, an increase of 4.5%. As a percent of net sales, interest expense decreased to 2.0% in fiscal 2001 as compared to 2.1% in fiscal 2000. These decreases are primarily due to lower average outstanding borrowings on the Company's working capital facility, as well as a decrease in the weighted-average interest rate applicable to the facility (5.48% in fiscal 2001 as compared to 8.76% in fiscal 2000). These decreases were partially offset by higher interest resulting from the completion of a $4.0 million mortgage loan and approximately $8.1 million of additional fixtures and equipment lease financings in the first half of fiscal 2001. (See "Liquidity and Capital Resources.")

Interest expense related to securitized receivables is reflected as a reduction of net credit revenues and is not included in interest expense for financial reporting purposes.

Losses on Early Extinguishment of Debt

The Company recorded a loss on the early extinguishment of debt totaling $0.7 million in fiscal 2001, consisting of the prepayment penalty and the write-off of unamortized loan fees related to the early retirement of the Company's previous revolving credit facility.

Miscellaneous Income

Miscellaneous income, which includes the amortization of deferred income and other miscellaneous income and expense amounts, increased by approximately $0.2 million to $1.6 million in fiscal 2001 as compared to $1.4 million in fiscal 2000. As a percent of net sales, miscellaneous income remained unchanged at 0.2% in both fiscal 2001 and 2000. The dollar increase relates to an increase in the amortization of the deferred gain on fixtures and equipment sale/leaseback transactions. (See "Liquidity and Capital Resources - External Financings.")

Income Taxes

The Company's effective tax rate is 38.5% in fiscal 2001 as compared to 38.2% in fiscal 2000 (see Note 11 to the Consolidated Financial Statements).

Net Income

As a result of the foregoing, the Company reported net income of $0.4 million in fiscal 2001 as compared to $7.1 million in fiscal 2000. On a per share basis (basic and diluted), net income was $0.03 per share in fiscal 2001 as compared to $0.56 per share in fiscal 2000.

Liquidity and Capital Resources

The Company's working capital requirements are currently met through a combination of cash provided by operations, borrowings under its senior revolving credit facility, short-term trade and factor credit and by proceeds from external financings and sale transactions. As described more fully below and in Note 2 to the Consolidated Financial Statements, on January 31, 2003 the Company sold its credit card accounts and accounts receivable to Household. Proceeds from the sale were used to reduce the Company's debt, including off-balance sheet securitization obligations, by over $100 million. At the closing date, the Company's availability under its revolving credit facility increased by approximately $30 million. The Company expects the availability improvement over the course of the 2003 fiscal year to range from $22 million to $30 million, compared to the prior year and based upon historical levels of accounts receivable. As a result, the Company believes its liquidity position after the sale is substantially improved in comparison to prior years.

In fiscal 2002, the Company generated a total of $19.9 million from operations as compared to $43.5 million positive cash flow from