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SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

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

KIRKLAND’S, INC.

Registrant’s telephone number, including area code: (731) 668-2444

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 [ü] NO [   ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). YES [   ] NO [ü]

As of December 10, 2003, 19,142,785 shares of the Registrant’s Common Stock, no par value, were outstanding.

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KIRKLAND’S, INC.
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KIRKLAND’S, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share data)

The accompanying notes are an integral part of these financial statements.

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KIRKLAND’S, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share data)

The accompanying notes are an integral part of these financial statements.

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KIRKLAND’S, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(unaudited, in thousands, except share data)

The accompanying notes are an integral part of these financial statements.

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KIRKLAND’S, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)

The accompanying notes are an integral part of these financial statements.

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KIRKLAND’S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 – Basis of Presentation

     We are a leading specialty retailer of home décor in the United States, operating 279 stores in 34 states as of November 1, 2003. Our consolidated financial statements include the accounts of Kirkland’s, Inc. and our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

     The accompanying consolidated financial statements, except for the February 1, 2003 consolidated balance sheet, have been prepared without audit. In our opinion, the financial statements contain all adjustments, consisting only of normal recurring adjustments, which are necessary to present fairly and in accordance with generally accepted accounting principles (GAAP) our financial position as of November 1, 2003 and February 1, 2003, the results of our operations for the 13-week and 39-week periods ended November 1, 2003 and November 2, 2002, and our cash flows for the 39-week periods ended November 1, 2003 and November 2, 2002. It should be understood that accounting measurements at interim dates inherently involve greater reliance on estimates than those at the end of the fiscal year. In addition, because of seasonality factors, the results of our operations for the 13-week and 39-week periods ended November 1, 2003, are not indicative of the results to be expected for the entire fiscal year. Our fiscal year ends on the Saturday closest to January 31, resulting in years of either 52 or 53 weeks. All references to a fiscal year refer to the fiscal year ending on the Saturday closest to January 31 of the following year.

     The accompanying unaudited consolidated financial statements have been prepared in accordance with the requirements for Form 10-Q and do not include all the disclosures normally required in annual financial statements prepared in accordance with GAAP; however, we believe that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 1, 2003.

Note 2 – Recent Accounting Standards

     In April 2002, Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical Corrections as of April 2002,” which is effective for fiscal years beginning after May 15, 2002. SFAS No. 145 rescinds SFAS No. 4 which required that all gains and losses from extinguishments of indebtedness be aggregated, and if material, classified as an extraordinary item. As a result, gains and losses from debt extinguishments are to be classified as extraordinary only if they meet the criteria set forth in APB Opinion No. 30, “Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.” SFAS No. 145 also requires that sale-leaseback accounting be used for capital lease modifications with economic effects similar to sale-leaseback transactions. As a result of the implementation of SFAS No. 145, the loss on early extinguishment of long-term debt recorded in the third quarter of fiscal 2002 has been reclassified from an extraordinary item to interest expense in the 2002 consolidated statements of operations. Other than this reclassification, the implementation of SFAS No. 145 did not have a material impact on the results of our operations or financial position.

     In June 2002, the FASB issued SFAS No. 146, “Accounting for Restructuring Costs.” SFAS No. 146 applies to costs associated with an exit activity (including a restructuring) or with a disposal of long-

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lived assets, such as eliminating or reducing product lines, terminating employees and contracts, and relocating facilities or personnel. Under SFAS No. 146, a company will record a liability for costs associated with an exit or disclose information about its exit and disposal activities, the related costs and changes in those costs in the notes to the financial statements for the period in which the activity is initiated and in any subsequent period until the activity is completed. SFAS No. 146 is effective prospectively for exit and disposal activities initiated after December 31, 2002, with earlier adoption encouraged. Under SFAS No. 146, a company may not restate its previously issued financial statements, and it grandfathers the accounting for liabilities recorded under Emerging Issues Task Force (“EITF”) Issue 94-3. The implementation of SFAS No. 146 in fiscal 2003 has had the impact of deferring the lease termination charge associated with the anticipated exit in the second quarter of fiscal 2004 of two existing warehouse facilities in connection with our plans to lease a new distribution center. The expected $1.1 million charge would have been recorded in the third quarter of fiscal 2003 under EITF 94-3. This charge will now be recorded upon notification of the landlords of our intent to terminate the leases.

     During 2002, the EITF released EITF Issue 02-16, “Accounting by a Customer (Including a Reseller) for Cash Consideration Received From a Vendor.” The issue addresses the accounting treatment of vendor allowances. The application of EITF Issue 02-16 did not have a material impact on our financial statements.

     In January 2003, the FASB issued Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities” (“VIEs”), an interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements,” to improve financial reporting of special purpose and other entities. In accordance with FIN 46, business enterprises that represent the primary beneficiary of another entity by retaining a controlling financial interest in that entity’s assets, liabilities and results of operating activities must consolidate the entity in their financial statements. Prior to the issuance of FIN 46, consolidation generally occurred when an enterprise controlled another entity through voting interests. Certain VIEs that are qualifying special purpose entities (“QSPEs”) subject to the reporting requirements of SFAS No. 140, “Accounting for Transfer and Servicing of Financial Assets and Extinguishment of Liabilities,” will not be required to be consolidated under the provisions of FIN 46. The consolidation provisions of FIN 46 apply to VIEs created or entered into after January 31, 2003, and for pre-existing VIEs in the first reporting period ending after December 15, 2003. If applicable, transition rules allow the restatement of financial statements or prospective application with a cumulative effect adjustment. In addition, FIN 46 expands the disclosure requirements for the beneficiary of a significant or a majority of the variable interests to provide information regarding the nature, purpose and financial characteristics of the entities. The FASB is still evaluating certain provisions of FIN 46 and we will consider the impact of any changes to the existing pronouncement upon completion of the evaluation.

     In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 establishes standards for how a company classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that a company classify a financial instrument that is within its scope as a liability (or an asset in some instances). This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003.

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The implementation of SFAS No. 150 did not have a material impact on the results of our operations or our financial position.

Note 3 – Initial Public Offering

     On July 10, 2002, we completed an initial public offering of 6.0 million shares of common stock, of which 1.075 million shares were sold by selling shareholders, at a price of $15.00 per share. Our net proceeds from the offering, after underwriting discounts and transaction expenses, were approximately $66.5 million. The net proceeds of the offering were used to repay all of our outstanding subordinated debt and accrued interest thereon and to purchase a portion of the outstanding shares of our Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock, Class D Preferred Stock and common stock.

     Immediately prior to the offering, we effected a 54.9827-for-1 stock split. Accordingly, all references in the consolidated financial statements to the number of shares outstanding, price per share and per share amounts have been retroactively restated to reflect the stock split for all periods presented. Concurrent with the offering, all of our outstanding warrants were exercised resulting in the issuance of 2,096,135 shares of common stock. Additionally, all outstanding shares of Class A Preferred Stock, Class B Preferred Stock and Class D Preferred Stock that were not redeemed with proceeds of the offering were converted into 4,209,906 shares of common stock. All outstanding shares of Class C Preferred Stock that were not redeemed with proceeds of the offering were exchanged for 567,526 shares of common stock, which shares were sold in the offering.

     As a result of the initial public offering, our charter was amended, authorizing 100,000,000 shares of no par value common stock and 10,000,000 shares of preferred stock.

Note 4 – Senior Credit Facility

     We have a $45 million revolving credit facility ($30 million for the first six months of each calendar year). The revolving credit facility bears interest at a floating rate equal to the prime rate or LIBOR plus 2.25%, at our election. The revolving credit facility terminates in May 2005. Net draws on the revolving credit facility for the 13-week period ended November 1, 2003, were approximately $1.0 million, resulting in an outstanding balance of $13.1 million at November 1, 2003.

Note 5 – Earnings Per Share

     Basic earnings per share are based upon the weighted average number of shares outstanding. Diluted earnings per share are based upon the weighted average number of shares outstanding plus the shares that would be outstanding assuming exercise of dilutive stock options and warrants.

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     The computations for basic and diluted earnings per share are as follows (in thousands, except for per share amounts):

     The calculations of diluted earnings per share for the 13-week and 39-week periods ended November 1, 2003, exclude stock options of 90,659 and 38,168, respectively, as the effect of their inclusion would be anti-dilutive. The calculations of diluted earnings per share for the 13-week and 39-week periods ended November 2, 2002, exclude stock options and warrants of 0 and 1,933,289, respectively, as their effect would be anti-dilutive.

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Note 6 – Stock Compensation

     We apply Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations, in accounting for our stock compensation plans. Compensation cost on stock options is measured as the excess, if any, of the fair value of our common stock at the date of the grant over the exercise price. The following table illustrates the effect on net income (loss) allocable to common shareholders and earnings per share had we applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation.”

Note 7 – Loan to Shareholder

     In May 2002, we loaned $217,000 to our Executive Vice President and Chief Financial Officer (the “Borrower”). The note bears interest at the rate of 4.75% per year which is payable over the term of the note. The note matures in May 2005 and is due and payable in full at that time. The loan is collateralized by marketable securities having a value of no less than the principal amount of the loan together with 125,526 shares of our common stock owned by the Borrower. The security agreement between the Borrower and us requires the Borrower to supply additional collateral at any time the value of existing collateral falls below 125% of the then principal amount of the loan. In addition, in accordance with the requirements of the note, in April 2003 we advanced an additional $381,401 of principal to the Borrower subject to the same interest rate, principal repayment and collateral provisions as the original principal amount. The total amount outstanding under the note as of November 1, 2003, was approximately $612,000, including accrued interest. Our Board of Directors and our Audit Committee approved the loan.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

     We are a leading specialty retailer of home décor in the United States, operating 279 stores in 34 states as of November 1, 2003. Our stores present a broad selection of distinctive merchandise, including framed art, mirrors, candles, lamps, picture frames, accent rugs, garden accessories and artificial floral products. Our stores also offer an extensive assortment of holiday merchandise, as well as items carried throughout the year suitable for giving as gifts.

     Our stores offer a unique combination of style and value that has led to our emergence as a leader in home décor and has enabled us to develop a strong customer franchise. As a result, we have achieved substantial growth over the last six fiscal years. During this period, we have doubled our store base, principally through new store openings. We intend to continue opening new stores both in existing and new markets. We anticipate our growth will include mall and non-mall locations in major metropolitan markets, middle markets and selected smaller communities. We believe there are currently more than 750 additional locations in the United States that could support a Kirkland’s store. We opened 21 new stores in the third quarter of fiscal 2003 and have opened three new stores to date in the fourth quarter, bringing the total number of new stores opened in fiscal 2003 to 42 stores. Including two stores expected to close in the fourth quarter, we will have added a net 31 stores in fiscal 2003, representing a 12.4% increase in the store base over the prior year. Our goal is to expand the store base by at least 40 stores, net of closings, during fiscal 2004, which we currently estimate will consist of 50-55 new stores and 10-15 closings. Our long-term target for annual growth in the store base is 15-18%.

     The following table summarizes our stores and square footage under lease in mall and non-mall locations:

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Results of Operations

     The table below sets forth selected results of our operations expressed as a percentage of net sales for the periods indicated.

13 Weeks Ended November 1, 2003, Compared to 39 Weeks Ended November 2, 2002

     Net sales. Net sales increased 12.2% to $84.1 million for the third quarter of fiscal 2003 from $74.9 million for the third quarter of fiscal 2002 as we began to experience the positive top-line impact from our new store openings. We opened 39 new stores through the third quarter of fiscal 2003 and 16 stores during fiscal 2002, and we closed 9 stores through the third quarter of fiscal 2003 and 1 store during fiscal 2002. The overall increase in net sales was primarily the result of this increase in our store base as well as sales increases from expanded, remodeled or relocated stores, which are excluded from our comparable store base. Comparable store sales increased 2.7% for the quarter against a 9.2% increase in comparable store sales for the third quarter of fiscal 2002. The comparable store sales increase accounted for $1.8 million of the overall sales increase, or 20%, while the growth in the store base as well as sales increases from expanded, remodeled or relocated stores accounted for $7.3 million, or 80.0% of the overall sales increase. Strong performance in merchandise categories such as wall décor, candles, textiles, housewares and novelty led to the positive comparable store sales result. Sales throughout the third quarter were driven by a combination of unit volume increases and an increase in the average retail selling price.

     Gross profit. Gross profit increased $3.1 million, or 12.5%, to $27.8 million for the third quarter of fiscal 2003 from $24.7 million for the third quarter of fiscal 2002. Gross profit expressed as a percentage of net sales was flat at 33.0% for the third quarter of fiscal 2003 as compared to the third quarter of fiscal 2002.

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Product cost of sales, including freight expenses, increased slightly as a percentage of sales as compared to the prior-year quarter. This increase was the result of higher freight costs partially offset by a modest improvement in merchandise margin. This increase in the product cost of sales ratio was offset by a slight decrease in the occupancy ratio as a result of the positive comparable store sales performance. Additionally, the ratio of central distribution costs to sales also decreased slightly versus the prior-year quarter as higher total sales leveraged distribution center rent and labor cost.

     Other operating expenses. Other operating expenses, including both store and corporate costs, were $22.7 million, or 27.0% of net sales, for the third quarter of fiscal 2003 compared with $20.1 million, or 26.8% of net sales, for the third quarter of fiscal 2002. The increase in these operating expenses as a percentage of net sales was primarily the result of increased store-level expenses including expenses associated with the opening of 21 new stores during the quarter. These increases in supply costs and other store expenses were partially offset by a decrease in advertising expense as compared to the prior year. In addition, corporate payroll and travel costs declined as a percentage of sales as compared to the prior year.

     Depreciation and amortization. Depreciation and amortization expense was $1.8 million, or 2.1% of net sales, for the third quarter of fiscal 2003 compared to $1.6 million, or 2.2% of net sales, for the third quarter of fiscal 2002. We anticipate that depreciation and amortization will begin growing at a higher rate as capital investment rises along with new store growth.

     Non-cash stock compensation charge. During the third quarter of fiscal 2003, we incurred a non-cash stock compensation charge of $68,000, or 0.1% of net sales, related to certain stock options granted to employees in November 2001 that had an exercise price that was less than the fair value of the underlying common stock on the date of the grant. During the third quarter of fiscal 2002, we incurred non-cash stock compensation charges of $70,000, or 0.1% of net sales, related to the aforementioned November 2001 employee option grant.

     Interest expense. Interest expense on indebtedness during the third quarter of fiscal 2003 was $152,000 compared with $462,000 for the third quarter of fiscal 2002. The decrease was the result of the early retirement of term debt which occurred at the end of the prior-year quarter, strong cash flows and lower interest rates. Amortization of debt issue costs declined to $53,000, for the third quarter of fiscal 2003, as compared to $77,000 for the prior-year quarter. A loss on the early extinguishment of long-term debt of $0.3 million was recorded during the third quarter of fiscal 2002. No such loss has been recorded in fiscal 2003.

     Income taxes. Income tax provision was $1.2 million, or 39.5% of income before income taxes, for the third quarter of fiscal 2003 compared with $0.9 million, or 41.0% of income before income taxes for the third quarter of fiscal 2002. The reduction in the effective tax rate was the result of fewer non-deductible stock compensation charges associated with certain stock options this year as compared to the prior year.

     Net income. As a result of the foregoing, net income was $1.9 million, or 2.2% of net sales, for the third quarter of fiscal 2003 as compared to $1.2 million, or 1.7% of net sales, for the third quarter of fiscal 2002.

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39 Weeks Ended November 1, 2003, Compared to 39 Weeks Ended November 2, 2002

     Net sales. Net sales increased 9.6% to $236.4 million for the first 39 weeks of fiscal 2003 from $215.8 million during the first 39 weeks of fiscal 2002 primarily due to the growth in our store base. We opened 39 new stores during the first 39 weeks of fiscal 2003 and 16 new stores during fiscal 2002, and we closed 9 stores during the first 39 weeks of fiscal 2003 and 1 store during fiscal 2002. This growth in the store base along with sales increases from expanded, remodeled or relocated stores, which are excluded from our comparable store base, contributed to the overall sales increase. Comparable store sales increased 2.2% for the first 39 weeks of fiscal 2003 against a 14.4% increase for the first 39 weeks of fiscal 2002. Sales from new stores and other non-comparable stores accounted for $4.3 million, or 21.0%, of the overall sales increase while comparable store sales increases accounted for $16.3 million, or 79.0%, of the overall sales increase. Sales increases for the first 39 weeks of fiscal 2003 were driven by unit volume, as the average retail selling price decreased from the same period of the prior year, notwithstanding an increase in the average retail selling price during the third quarter. The popularity of lower-priced merchandise in addition to enhanced markdown activity as compared to the prior year led to the lower average retail selling price. Key categories contributing to the overall sales increase were wall décor, candles, textiles, housewares and novelty.

     Gross profit. Gross profit increased $2.2 million, or 3.0%, to $74.8 million for the first 39 weeks of fiscal 2003 from $72.6 million for the same period of fiscal 2002. Gross profit expressed as a percentage of sales decreased to 31.6% from 33.6% for the prior-year period. The decrease in gross profit percentage was the result of heavier promotional and markdown activity undertaken, particularly in the first half of the year, to drive sales and position inventories. Product cost of sales, including freight expenses, increased approximately 220 basis points as a percentage of net sales as compared to the prior-year period as a result of these actions. Additionally, and consistent with our plans, central distribution costs increased slightly as a percentage of sales as we continued to increase the activity level in our central distribution facilities. Offsetting these factors, store occupancy costs declined slightly as a percentage of sales as compared to the prior-year period due to the positive comparable store sales performance.

     Other operating expenses. Other operating expenses, including both store and corporate costs, were $62.7 million, or 26.5% of net sales, for the first 39 weeks of fiscal 2003 compared with $55.9 million, or 25.9% of net sales, for the first 39 weeks of fiscal 2002. As expected, the increase in these expenses as a percentage of net sales was partially due to expenses incurred in connection with our accelerated store expansion plan. The relatively modest comparable store sales increase also contributed to the increase in the operating expense ratio. Furthermore, insurance costs increased over the prior-year period due to higher premiums and enhancements in our corporate directors and officers coverage that occurred upon completion of our initial public offering in July 2002.

     Depreciation and amortization. Depreciation and amortization expense was $5.3 million, or 2.2% of net sales, for the first 39 weeks of fiscal 2003 compared to $4.9 million, or 2.3% of net sales, for the first 39 weeks of fiscal 2002. We anticipate that depreciation and amortization will begin growing at a higher rate as capital investment rises along with new store growth.

     Non-cash stock compensation charge. For the first 39 weeks of fiscal 2003, we incurred a non-cash stock compensation charge of $0.2 million, or 0.1% of net sales, related to certain stock options granted to employees in November 2001 that had an exercise price that was less than the fair value of the underlying

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common stock on the date of the grant. For the first 39 weeks of fiscal 2002, we incurred non-cash stock compensation charges related to the aforementioned November 2001 employee option grant, certain re-priced employee stock options for which variable accounting methods were required, and certain options granted to a consultant. Combined non-cash charges related to these options of $2.5 million, or 1.1% of net sales, were recorded during the first 39 weeks of fiscal 2002.

     Interest expense. Total interest expense for the first 39 weeks of fiscal 2003 was $0.5 million, or 0.2% of net sales, compared with $6.1 million, or 2.8% of net sales, for the first 39 weeks of fiscal 2002. The decrease was the result of our May 2002 refinancing, our July 2002 initial public offering, strong cash flows and lower interest rates. Amortization of debt issue costs declined to $0.2 million, or 0.1% of net sales, for the first 39 weeks of fiscal 2003 as compared to $0.9 million, or 0.4% of net sales, for the prior-year period due to the repayment of our prior indebtedness in connection with the May 2002 refinancing and the July 2002 initial public offering. A loss on the early extinguishment of long-term debt of $0.3 million was recorded during the third quarter of fiscal 2002. This loss pertained to the unamortized issue costs associated with term debt that was repaid in full during the third quarter of fiscal 2002. No such loss has been recorded during fiscal 2003. Interest expense associated with the mandatorily redeemable Class C Preferred Stock was $1.1 million for the first 39 weeks of fiscal 2002. No such interest was recorded during the current year due to the repayment of this debt in connection with our initial public offering. For the first 39 weeks of fiscal 2002, an inducement charge of $0.6 million was recorded associated with the exchange of shares of Class C Preferred Stock for common stock in connection with our initial public offering. No such charge was recorded during fiscal 2003.

     Income taxes. Income tax provision was $2.5 million, or 39.5% of income before income taxes, for the first 39 weeks of fiscal 2003 compared with $1.4 million, or 41.0% of income before income taxes for the first 39 weeks of fiscal 2002. The reduction in the effective tax rate is the result of fewer non-deductible stock compensation charges associated with certain stock options this year as compared to the prior year.

     Income before accretion of preferred stock and dividends accrued. As a result of the foregoing, income before accretion of preferred stock and dividends accrued was $3.8 million, or 1.6% of net sales, for the first 39 weeks of fiscal 2003 as compared to $2.0 million, or 0.9% of net sales, for the first 39 weeks of fiscal 2002.

Liquidity and Capital Resources

     Our principal capital requirements are for working capital and capital expenditures. Working capital consists mainly of merchandise inventories, which typically reach their peak by the end of the third quarter of each fiscal year. Capital expenditures primarily relate to new store openings; existing store expansions, remodels or relocations; and purchases of equipment or information technology assets for our stores, distribution facilities or corporate headquarters. Historically, we have funded our working capital and capital expenditure requirements with internally generated cash, and borrowings under our credit facilities.

     Net cash used in operating activities for the first 39 weeks of fiscal 2003 was $4.0 million compared to $10.4 million for the first 39 weeks of fiscal 2002. Income before preferred stock dividends increased to $3.8 million from $2.0 million in the prior-year period. For the first 39 weeks of fiscal 2003, non-cash charges including depreciation and amortization, losses on disposals of assets, stock compensation and inducement charges totaled $6.1 million as compared to $9.3 million in the prior-year period, principally due to the significant non-cash stock compensation charges that were incurred at the time of our July 2002 initial public offering. A primary use of cash for the first 39 weeks of fiscal 2003 was to reduce income taxes payable by $8.1 million, mostly due to our final April 2003 payment of federal income tax for fiscal 2002. This reduction in income taxes payable was larger than the $2.4 million reduction in income taxes payable

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for the prior-year period. Other changes in assets and liabilities resulted in an additional $5.7 million in cash uses for the first 39 weeks of fiscal 2003 compared to $19.3 million in cash uses for the first 39 weeks of fiscal 2002. Increases in inventories and decreases in accrued expenses required less cash for the first 39 weeks of fiscal 2003 than in the prior-year period. For the first 39 weeks of fiscal 2002, we paid $13.4 million in accrued interest to our debtholders in connection with our May 2002 refinancing and our July 2002 initial public offering, which is reflected in the change in accrued expenses and other noncurrent liabilities on the statement of cash flows.

     Net cash used in investing activities for the first 39 weeks of fiscal 2003 consisted principally of $11.9 million in capital expenditures. These expenditures primarily included investments in existing store remodels, new store construction and information technology assets for stores. For the first 39 weeks of fiscal 2003, we opened 39 new stores and remodeled 9 stores. We expect that capital expenditures for fiscal 2003 will range from $15.0 million to $16.0 million, primarily to fund the construction of our new stores and remodeled stores, the completion of several information technology projects, and the initial capital requirements associated with the systems and infrastructure improvements related to our anticipated move to a new distribution center in fiscal 2004. We anticipate that capital expenditures, including leasehold improvements and furniture and fixtures, for new stores in fiscal 2003 will average approximately $165,000 to $175,000 per store (net of landlord allowances).

     Net cash provided by financing activities for the first 39 weeks of fiscal 2003 was $14.7 million compared to a use of cash of $11.2 million in the prior-year period. Net cash provided by financing activities for the first 39 weeks of fiscal 2003 was principally the result of borrowings under our revolving line of credit in the amount of $13.1 million. The use of cash in the prior-year period primarily represents the net effect of two financing events which occurred during the second quarter – our May 2002 refinancing and our July 2002 initial public offering.

     With the completion of our initial public offering and the application of the net proceeds toward debt reduction along with the repayment of our term loan, our only remaining debt consists of our $45 million revolving credit facility. The revolving credit facility bears interest at a floating rate equal to the prime rate or LIBOR plus 2.25%, at our election. The maximum availability under the revolving credit facility is limited by a borrowing base which consists of a percentage of eligible inventory less reserves. Our revolving credit lender may from time to time reduce the lending formula with respect to the eligible inventory to the extent our lender determines that the liquidation value of the eligible inventory has decreased. Our lender also from time to time may decrease the borrowing base by adding reserves with respect to matters such as inventory shrinkage. The revolving credit facility terminates in May 2005.

     Our revolving credit facility contains provisions that could result in changes in the presented terms of the facility or the acceleration of maturity. Circumstances that could lead to such changes in terms or acceleration include, but are not limited to, a material adverse change in our business or an event of default under the credit agreement. The revolving credit facility has two financial covenants, both of which are tested quarterly on a latest-twelve-months basis. The first covenant establishes a minimum level of earnings before interest, taxes, depreciation and amortization excluding certain non-recurring items, or EBITDA, less capital expenditures, and the second covenant establishes a maximum senior debt to EBITDA ratio. As of November 1, 2003, we were in compliance with all covenants under our revolving credit facility.

     At November 1, 2003, our balance of cash and cash equivalents was $3.1 million and the borrowing availability under our revolving credit facility was $22.2 million. We believe that these sources of cash, together with cash provided by our operations, will be adequate to fund our planned capital expenditures, and working capital requirements at least through fiscal 2004.

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Critical Accounting Policies

     Our critical accounting policies are discussed in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on May 1, 2003. The following discussion aggregates the various critical accounting policies addressed throughout the financial statements, the judgments and uncertainties affecting the application of these policies and the likelihood that materially different amounts would be reported under varying conditions and assumptions.

     Cost of sales and inventory valuation. Our inventory is stated at the lower of cost or market with cost determined using the average cost method with average cost approximating current cost. We estimate the amount of shrinkage that has occurred through theft or damage and adjust that to actual at the time of our physical inventory counts which occur near our fiscal year end. We also evaluate the cost of our inventory in relation to the estimated sales price giving consideration to markdowns that will occur prior to or at the point of sale. This evaluation is performed to ensure that we do not carry inventory at a value in excess of the amount we expect to realize upon the sale of the merchandise. We believe we have the appropriate merchandising valuation and pricing controls in place to minimize the risk that our inventory values would be materially misstated.

     Depreciation and recoverability of long-lived assets. Approximately 31% of our assets at November 1, 2003, represent investments in property and equipment. Determining appropriate depreciable lives and reasonable assumptions in evaluating the carrying value of capital assets requires judgments and estimates.

	•		We utilize the straight-line method of depreciation and a variety of depreciable lives. Land is not depreciated. Buildings are depreciated over 40 years. Furniture, fixtures and equipment are depreciated over 5 to 7 years. Leasehold improvements are amortized over the shorter of the useful lives of the asset or the lease term. Our typical lease term is 10 years.
	•		To the extent we replace or dispose of fixtures or equipment prior to the end of its assigned depreciable life, we could realize a loss or gain on the disposition. To the extent our assets are used beyond their assigned depreciable life, no depreciation expense is realized. We periodically reassess the depreciable lives in an effort to reduce the risk of significant losses or gains arising from either the disposition of our assets or the utilization of assets with no depreciation charges.
	•		Recoverability of the carrying value of store assets is assessed annually and upon the occurrence of certain events or changes in circumstances such as store closings or upcoming lease renewals. The assessment requires judgment and estimates for future store generated cash flows. The review includes a comparison of the carrying value of the store assets to the future cash flows expected to be generated by the store. The underlying estimates for cash flows include estimates for future net sales, gross profit, and store expense increases and decreases. To the extent our estimates for net sales, gross profit and store expenses are not realized, future assessments of recoverability could result in additional impairment charges.

     Goodwill. We account for our goodwill in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets.” Accordingly, goodwill is not amortized but reviewed for impairment on an annual basis or more frequently when events and circumstances indicate that an impairment may have occurred. We have not recorded an impairment related to our goodwill since adopting SFAS No. 142.

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     Insurance reserves. Workers’ compensation, general liability and employee medical insurance programs are partially self-insured. It is our policy to record a self-insurance liability using estimates of claims incurred but not yet reported or paid, based on historical claims experience and trends. Actual results can vary from estimates for many reasons, including, among others, inflation, claims settlement patterns, litigation trends and legal interpretations. We monitor our claims experience in light of these factors and revise our estimates of insurance reserves accordingly. The level of our insurance reserves may increase or decrease as a result of these changing circumstances or trends.

     Stock options and warrants. Certain of our stock options require us to record a non-cash stock compensation charge in our financial statements. The amount of the charge is determined based upon the fair value of our common stock. Other options have been granted to employees and directors with an exercise price that is equal to or greater than the fair value of our common stock on the date of grant. Stock options which have been granted to third parties in exchange for services are valued using an option-pricing model. In each of these cases, the fair value of our common stock is a significant element of determining the value of the stock option, or the amount of the non-cash stock compensation charge to be recorded for our stock option awards. Since our initial public offering, the market value of our stock has been determined by its current price in the publicly traded market. Prior to the offering, the market value of our stock was not easily determinable. In determining the value of our common stock prior to the offering, we considered any amount paid to us for our common stock in recent transactions for the sale of our common stock. Absent a recent sale of common stock, we obtained a valuation from an independent appraiser. We believe that reasonable methods and assumptions have been used for determining the fair value of our common stock.

Recent Accounting Pronouncements

     In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical Corrections as of April 2002,” which is effective for fiscal years beginning after May 15, 2002. SFAS No. 145 rescinds SFAS No. 4 which required that all gains and losses from extinguishments of indebtedness be aggregated, and if material, classified as an extraordinary item. As a result, gains and losses from debt extinguishments are to be classified as extraordinary only if they meet the criteria set forth in APB Opinion No. 30, “Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.” SFAS No. 145 also requires that sale-leaseback accounting be used for capital lease modifications with economic effects similar to sale-leaseback transactions. As a result of the implementation of SFAS No. 145, the loss on early extinguishment of long-term debt recorded in the third quarter of fiscal 2002 has been reclassified from an extraordinary item to interest expense in the 2002 consolidated statement of operations. Other than this reclassification, the implementation of SFAS No. 145 did not have a material impact on the results of our operations or financial position.

     In June 2002, the FASB issued SFAS No. 146, “Accounting for Restructuring Costs.” SFAS No. 146 applies to costs associated with an exit activity (including a restructuring) or with a disposal of long-lived assets, such as eliminating or reducing product lines, terminating employees and contracts, and relocating facilities or personnel. Under SFAS No. 146, a company will record a liability for costs associated with an exit or disclose information about its exit and disposal activities, the related costs and changes in those costs in the notes to the financial statements for the period in which the activity is initiated and in any subsequent period until the activity is completed. SFAS No. 146 is effective prospectively for exit and disposal activities initiated after December 31, 2002, with earlier adoption encouraged. Under SFAS No. 146, a company may not restate its previously issued financial statements, and it grandfathers the accounting for liabilities recorded under Emerging Issues Task Force (“EITF”) Issue 94-3. The implementation of SFAS No. 146 in fiscal 2003 has had the impact of deferring the lease termination charge associated with the anticipated exit in the second quarter of fiscal 2004 of two existing warehouse facilities in connection with our plans to lease a new distribution center. The expected $1.1 million charge would have been recorded in the third quarter of fiscal 2003 under EITF 94-3. This charge will now be recorded upon notification of the landlords of our intent to terminate the leases.

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     During 2002, the EITF released EITF Issue 02-16, “Accounting by a Customer (Including a Reseller) for Cash Consideration Received From a Vendor.” The issue addresses the accounting treatment of vendor allowances. The application of EITF Issue 02-16 did not have a material impact on our financial statements.

     In January 2003, the FASB issued Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities (VIEs), an interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements,” to improve financial reporting of special purpose and other entities. In accordance with FIN 46, business enterprises that represent the primary beneficiary of another entity by retaining a controlling financial interest in that entity’s assets, liabilities and results of operating activities must consolidate the entity in their financial statements. Prior to the issuance of FIN 46, consolidation generally occurred when an enterprise controlled another entity through voting interests. Certain VIEs that are qualifying special purpose entities (“QSPEs”) subject to the reporting requirements of SFAS No. 140, “Accounting for Transfer and Servicing of Financial Assets and Extinguishment of Liabilities,” will not be required to be consolidated under the provisions of FIN 46. The consolidation provisions of FIN 46 apply to VIEs created or entered into after January 31, 2003, and for pre-existing VIEs in the first reporting period ending after December 15, 2003. If applicable, transition rules allow the restatement of financial statements or prospective application with a cumulative effect adjustment. In addition, FIN 46 expands the disclosure requirements for the beneficiary of a significant or a majority of the variable interests to provide information regarding the nature, purpose and financial characteristics of the entities. The FASB is still evaluating certain provisions of FIN 46 and we will consider the impact of any changes to the existing pronouncement upon completion of the evaluation.

     In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 establishes standards for how a company classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that a company classify a financial instrument that is within its scope as a liability (or an asset in some instances). This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The implementation of SFAS No. 150 did not have a material impact on the results of our operations or our financial position.

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Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

The following information is provided pursuant to the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Certain statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q are “forward-looking statements” made pursuant to these provisions. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Words such as “should,” “likely to,” “forecasts,” “strategy,” “goal,” “anticipates,” “believes,” “expects,” “estimates,” “intends,” “plans,” “projects,” and similar expressions, may identify such forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from the results projected in such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

We caution readers that the following important factors, among others, have in the past, in some cases, affected and could in the future affect our actual results of operations and cause our actual results to differ materially from the results expressed in any forward-looking statements made by us or on our behalf.

	•		If we are unable to profitably open and operate new stores and maintain the profitability of our existing stores, we may not be able to adequately implement our growth strategy, resulting in a decrease in net sales and net income.
	•		A prolonged economic downturn could result in reduced net sales and profitability.
	•		Reduced consumer spending in the southeastern part of the United States where approximately half of our stores are concentrated could reduce our net sales.
	•		We may not be able to successfully anticipate consumer trends, and our failure to do so may lead to loss of consumer acceptance of our products, resulting in reduced net sales.
	•		We depend on a number of vendors to supply our merchandise, and any delay in merchandise deliveries from certain vendors may lead to a decline in inventory, which could result in a loss of net sales.
	•		We are dependent on foreign imports for a significant portion of our merchandise, and any changes in the trading relations and conditions between the United States and the relevant foreign countries may lead to a decline in inventory resulting in a decline in net sales, or an increase in the cost of sales, resulting in reduced gross profit.
	•		Our success is highly dependent on our planning and control processes and our supply chain, and any disruption in or failure to continue to improve these processes may result in a loss of net sales and net income.
	•		We face an extremely competitive specialty retail business market, and such competition could result in a reduction of our prices and/or a loss of our market share.
	•		Our business is highly seasonal and our fourth quarter contributes a disproportionate amount of our operating income and net income, and any factors negatively impacting us during our fourth quarter

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			could reduce our net sales, net income and cash flow, leaving us with excess inventory and making it more difficult for us to finance our capital requirements.
	•		We may experience significant variations in our quarterly results.
	•		The agreement covering our debt places certain reporting and consent requirements on us which may affect our ability to operate our business in accord with our business and growth strategy.
	•		We are highly dependent on customer traffic in malls, and any reduction in the overall level of mall traffic could reduce our net sales and increase our sales and marketing expenses.
	•		Our hardware and software systems are vulnerable to damage that could harm our business.
	•		We depend on key personnel, and if we lose the services of any of our principal executive officers, including Carl Kirkland, our Chairman, and Robert E. Alderson, our President and Chief Executive Officer, we may not be able to run our business effectively.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Market risks related to our operations result primarily from changes in the prime lending rate and short-term London Interbank Offered Rates, or LIBOR, as our revolving credit facility utilizes both rates in determining interest. Adverse changes in such short-term term interest rates could affect our overall borrowing rate during the term of the credit facility.

     As of November 1, 2003, we had $13.1 million in borrowings outstanding under our revolving credit facility, which is based upon a 60-day LIBOR rate or the prime rate, at our discretion.

     Based on the amounts borrowed under our revolving credit facility as of November 1, 2003, a 25% increase in interest rates would result in an additional $0.1 million in interest expense per year and a decrease would reduce interest expense by $0.1 million per year. This range of potential changes in interest rates reflects our view of changes that are reasonably possible over a one-year period.

     We did not have any foreign exchange contracts, hedges, interest rate swaps, derivatives or other significant market risk as of November 1, 2003.

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ITEM 4. CONTROLS AND PROCEDURES

     Our Chief Executive Officer and our Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this quarterly report, have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in rules and forms of the Securities and Exchange Commission.

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Part II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

(a)

Exhibits.

(b)

Reports on Form 8-K.

			We did not file any reports on Form 8-K during the 13 weeks ended November 1, 2003.
			During the 13 weeks ended November 1, 2003, we furnished the following:

	(i)		Current Report on Form 8-K dated August 7, 2003 (reporting under Items 7 and 12).
	(ii)		Current Report on Form 8-K dated August 27, 2003 (reporting under Items 7 and 12).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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