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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
 FORM 10-Q (Mark One)[ X ]
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE      SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended July 31, 2004 OR [   ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE      SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to Commission file number 0-19526 Goodys Family Clothing, Inc.  (Exact name of registrant as specified in its charter) Tennessee
    
    62-0793974(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification Number)400 Goodys Lane,                     Knoxville, Tennessee
    
    37922(Address of principal executive offices)
    
    (Zip Code)
 (865) 966-2000  (Registrants telephone number, including area code)   (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes
[X]    No
[   ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [X]    No [   ] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Common Stock, no par value,32,975,052 shares outstanding as of August 13, 2004. 1




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Goodys Family Clothing, Inc.
Index to Form 10-Q
July 31, 2004 Part I  Financial Information:Item 1 - Condensed Consolidated Financial Statements (Unaudited)Condensed Consolidated Statements of Operations
    
    
    3Condensed Consolidated Balance Sheets
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6 - 8Report of Independent Registered Public Accounting Firm
    
    
    9Item 2 - Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    10 - 14Item 3 - Quantitative and Qualitative Disclosures about Market Risk
    
    
    14Item 4 - Controls and Procedures
    
    
    14Part II  Other Information:
    
    
    15Item 1. Legal ProceedingsItem 2. Changes in Securities and Use of ProceedsItem 3. Defaults upon Senior SecuritiesItem 4. Submission of Matters to a Vote of Security HoldersItem 5. Other InformationItem 6. (a) ExhibitsItem 6. (b) Reports on Form 8-KSignatures
    
    
    16EX-15 ACCOUNTANTS' AWARENESS LETTEREX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-31.3 SECTION 302 CERTIFICATION OF THE CAOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFOEX-32.3 SECTION 906 CERTIFICATION OF THE CAO
 2




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PART 1  FINANCIAL INFORMATION 
 Item 1   Condensed Consolidated Financial Statements Goodys Family
Clothing, Inc. and Subsidiaries 
 Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share amounts)
 Thirteen
    
    Twenty-sixWeeks Ended
    
    Weeks EndedJuly 31,
    
    August 2,
    
    July 31,
    
    August 2,2004
    
    2003
    
    2004
    
    2003Sales
    
    $
    294,632
    
    
    $
    294,039
    
    
    $
    597,510
    
    
    $
    577,051Cost of sales and occupancy expenses
    
    
    206,669
    
    
    
    208,096
    
    
    
    416,592
    
    
    
    405,292Gross profit
    
    
    87,963
    
    
    
    85,943
    
    
    
    180,918
    
    
    
    171,759Selling, general and administrative expenses
    
    
    86,037
    
    
    
    74,862
    
    
    
    166,327
    
    
    
    157,896Earnings from operations
    
    
    1,926
    
    
    
    11,081
    
    
    
    14,591
    
    
    
    13,863Investment income
    
    
    206
    
    
    
    204
    
    
    
    391
    
    
    
    381Interest expense
    
    
    130
    
    
    
    
    
    
    
    131
    
    
    
    1Earnings before income taxes
    
    
    2,002
    
    
    
    11,285
    
    
    
    14,851
    
    
    
    14,243Provision for income taxes
    
    
    746
    
    
    
    4,175
    
    
    
    5,532
    
    
    
    5,270Net earnings
    
    $
    1,256
    
    
    $
    7,110
    
    
    $
    9,319
    
    
    $
    8,973Earnings per common share:Basic
    
    $
    0.04
    
    
    $
    0.22
    
    
    $
    0.28
    
    
    $
    0.28Diluted
    
    $
    0.04
    
    
    $
    0.21
    
    
    $
    0.27
    
    
    $
    0.27Cash dividends declared per common share
    
    $
    0.03
    
    
    $
    0.02
    
    
    $
    0.05
    
    
    $
    0.02Weighted average common shares outstanding:Basic
    
    
    32,961
    
    
    
    32,575
    
    
    
    32,926
    
    
    
    32,565Diluted
    
    
    33,893
    
    
    
    33,301
    
    
    
    33,897
    
    
    
    32,998
 See accompanying Notes to Condensed Consolidated Financial Statements and
Report of Independent Registered Public Accounting Firm. 3




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Goodys Family Clothing, Inc. and Subsidiaries 
 Condensed Consolidated Balance Sheets
(Dollars in thousands, except per share amounts)
 July 31,
    
    January 31,
    
    August 2,2004
    
    2004
    
    2003(Unaudited)
    
    
    
    
    
    (Unaudited)ASSETSCurrent AssetsCash and cash equivalents
    
    $
    108,354
    
    
    $
    123,033
    
    
    $
    92,147Inventories
    
    
    240,729
    
    
    
    198,726
    
    
    
    217,486Accounts receivable and other current assets
    
    
    14,364
    
    
    
    13,177
    
    
    
    14,354Total current assets
    
    
    363,447
    
    
    
    334,936
    
    
    
    323,987Property and equipment, net
    
    
    111,627
    
    
    
    106,968
    
    
    
    106,133Other assets
    
    
    5,278
    
    
    
    5,437
    
    
    
    13,813Total assets
    
    $
    480,352
    
    
    $
    447,341
    
    
    $
    443,933LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesAccounts payable  trade
    
    $
    140,911
    
    
    $
    119,411
    
    
    $
    129,855Accounts payable  other
    
    
    12,297
    
    
    
    11,999
    
    
    
    15,000Accrued expenses
    
    
    46,024
    
    
    
    46,095
    
    
    
    49,592Current deferred income taxes
    
    
    23,192
    
    
    
    21,909
    
    
    
    10,280Total current liabilities
    
    
    222,424
    
    
    
    199,414
    
    
    
    204,727Long-term liabilities
    
    
    6,633
    
    
    
    6,945
    
    
    
    6,670Deferred income taxes
    
    
    13,712
    
    
    
    12,212
    
    
    
    12,801Total liabilities
    
    
    242,769
    
    
    
    218,571
    
    
    
    224,198Commitments and Contingencies (Note 4)Shareholders EquityPreferred stock, par value $1.00 per share;
Authorized - 2,000,000 shares; issued and outstanding  noneClass B Common stock, no par value;
Authorized - 50,000,000 shares; issued and outstanding  noneCommon stock, no par value;Authorized - 50,000,000 shares;Issued and outstanding  32,969,952; 32,841,706;
and 32,594,158 shares, respectively
    
    
    35,839
    
    
    
    34,697
    
    
    
    33,037Retained earnings
    
    
    201,744
    
    
    
    194,073
    
    
    
    186,698Total shareholders equity
    
    
    237,583
    
    
    
    228,770
    
    
    
    219,735Total liabilities and shareholders equity
    
    $
    480,352
    
    
    $
    447,341
    
    
    $
    443,933
 See accompanying Notes to Condensed Consolidated Financial Statements and
Report of Independent Registered Public Accounting Firm. 4




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Goodys Family Clothing, Inc. and Subsidiaries 
 Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
 Twenty-six Weeks EndedJuly 31,
    
    August 2,2004
    
    2003Cash Flows from Operating ActivitiesNet earnings
    
    $
    9,319
    
    
    $
    8,973Adjustments to reconcile net earnings to net cash
provided by operating activities:Depreciation and amortization
    
    
    11,294
    
    
    
    10,681Net loss on asset disposals and write-downs
    
    
    413
    
    
    
    354Changes in assets and liabilities:Inventories
    
    
    (42,003
    )
    
    
    (37,463
    )Accounts payable  trade
    
    
    21,500
    
    
    
    23,957Accounts payable  other
    
    
    298
    
    
    
    (9,321
    )Income taxes
    
    
    4,944
    
    
    
    5,912Other assets and liabilities
    
    
    (3,565
    )
    
    
    1,315Net cash provided by operating activities
    
    
    2,200
    
    
    
    4,408Cash Flows from Investing ActivitiesAcquisitions of property and equipment
    
    
    (16,273
    )
    
    
    (8,516
    )Acquisition of intangible assets
    
    
    
    
    
    
    (4,000
    )Proceeds from sale of property and equipment
    
    
    19
    
    
    
    31Net cash used in investing activities
    
    
    (16,254
    )
    
    
    (12,485
    )Cash Flows from Financing ActivitiesDividends paid to shareholders
    
    
    (1,316
    )
    
    
    Proceeds from exercise of stock options
    
    
    691
    
    
    
    194Net cash (used in) provided by financing activities
    
    
    (625
    )
    
    
    194Net decrease in cash and cash equivalents
    
    
    (14,679
    )
    
    
    (7,883
    )Cash and cash equivalents, beginning of period
    
    
    123,033
    
    
    
    100,030Cash and cash equivalents, end of period
    
    $
    108,354
    
    
    $
    92,147Supplemental Disclosures:Net income tax payments (refunds)
    
    $
    689
    
    
    $
    (23
    )Interest payments
    
    
    1
    
    
    
    
 See accompanying Notes to Condensed Consolidated Financial Statements and
Report of Independent Registered Public Accounting Firm. 5




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Goodys Family Clothing, Inc. and Subsidiaries 
 Notes to Condensed Consolidated Financial Statements
(Unaudited)
 (1) Basis of presentation The accompanying condensed consolidated financial statements of Goodys Family
Clothing, Inc. and subsidiaries (the Company) are unaudited and have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission for interim financial statements. In the opinion of the Companys
management, the accompanying unaudited condensed consolidated financial
statements include all adjustments, consisting primarily of normal and
recurring adjustments, necessary for a fair presentation of the Companys
financial position, results of operations and cash flows for the interim
periods presented. Due to the seasonal nature of the Companys business, the
results of operations for the interim periods are not necessarily indicative of
the results that may be achieved for the entire year. The condensed
consolidated financial statements should be read in conjunction with the
audited consolidated financial statements and the notes thereto contained in
the Companys Annual Report on Form 10-K for its fiscal year ended January 31,
2004. Certain reclassifications have been made to the condensed consolidated
financial statements of prior periods to conform to the current period
presentation. (2) Stock-Based Compensation The Company has options outstanding under four stock option plans: the Goodys
Family Clothing, Inc. Amended and Restated 1991 Stock Incentive Plan (the 1991
Plan), the Goodys Family Clothing, Inc. Amended and Restated 1993 Stock
Option Plan (the 1993 Plan), the Goodys Family Clothing, Inc. Amended and
Restated 1997 Stock Option Plan (the 1997 Plan) and the Amended and Restated
Discounted Stock Option Plan for Directors (the Directors Plan). The Company accounts for its stock option plans under the recognition and
measurement principles of Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, and related Interpretations. No
stock-based employee compensation cost is reflected in net earnings, as all
options granted under those plans had an exercise price equal to the market
value of the underlying common stock on the date of grant. However, expense is
recorded in connection with stock options issued under the Directors Plan to
non-employee directors and this expense has been insignificant. Interim
proforma information regarding net income and earnings per share is required by
Statement of Financial Accounting Standards No. 148 (SFAS 148), Accounting
for Stock-Based Compensation  Transition and Disclosure  an
Amendment of Financial Accounting Standards Board (FASB) Statement No. 123,
which requires that the information be determined as if the Company had
accounted for its employee stock options granted under the fair value method of
that statement. The following table illustrates the effect on net earnings and
earnings per common share if the Company had applied the fair value recognition
provisions of SFAS 148 to stock-based employee compensation (in thousands,
except per share amounts): Thirteen
    
    Twenty-sixWeeks Ended
    
    Weeks EndedJuly 31,
    
    August 2,
    
    July 31,
    
    August 2,2004
    
    2003
    
    2004
    
    2003Net earnings, as reported
    
    $
    1,256
    
    
    $
    7,110
    
    
    $
    9,319
    
    
    $
    8,973Deduct: Total stock-based employee compensation expense
determined under fair value based-method for all
awards, net of related tax effects
    
    
    270
    
    
    
    170
    
    
    
    459
    
    
    
    372Pro forma net earnings
    
    $
    986
    
    
    $
    6,940
    
    
    $
    8,860
    
    
    $
    8,601Earnings per common shareBasic   as reported
    
    $
    0.04
    
    
    $
    0.22
    
    
    $
    0.28
    
    
    $
    0.28Basic   pro forma
    
    
    0.03
    
    
    
    0.21
    
    
    
    0.27
    
    
    
    0.26Diluted   as reported
    
    $
    0.04
    
    
    $
    0.21
    
    
    $
    0.27
    
    
    $
    0.27Diluted   pro forma
    
    
    0.03
    
    
    
    0.21
    
    
    
    0.26
    
    
    
    0.26
 6




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Goodys Family Clothing, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements   continued
(Unaudited) The weighted-average fair value of each stock option included in the preceding
pro forma amounts was estimated using the Black-Scholes option-pricing model
and is amortized over the vesting period of the underlying options. (3) Credit arrangements In May 2001, the Company entered into a five-year, $130,000,000 syndicated
revolving loan and security agreement that provides for cash borrowings for
general corporate purposes, including a $95,000,000 sub-facility for the
issuance of letters of credit. Borrowings under this credit facility are
limited by collateral formulas, based principally upon the Companys eligible
inventories. The credit facility is secured primarily by the Companys
inventories, receivables and cash and cash equivalents. The borrowing base was
$184,089,000 at July 31, 2004, which excludes cash and most of cash equivalents
and only gives credit for specified percentages of inventory and receivables.
The amount available to draw under the credit facility at July 31, 2004 was
approximately $86,473,000. If availability (as calculated pursuant to the
credit facility) falls below $25,000,000, the Company would be required, for a
period of time, to comply with a financial covenant requiring it to maintain
minimum levels of tangible net worth based on formulas. The Companys
availability did not fall below $25,000,000 during the twenty-six weeks ended
July 31, 2004, or August 2, 2003 and therefore the Company was not required to
comply with this financial covenant. The credit facility also contains certain
discretionary provisions that enable the lender to reduce availability. The
credit facility bears interest at LIBOR plus an applicable margin or the prime
rate. In June 2003, the credit facility was amended to permit cash dividends in
any fiscal year on the common stock in an amount not to exceed (i) $3,500,000
(but not to exceed $10,000,000 in the aggregate during the remaining term of
the credit facility) plus (ii) 50% of the Companys consolidated net income for
the immediately preceding fiscal year. In June 2003, the lenders agreed to
waive any events of default which could be deemed to have occurred by reason of
the Courts decision in the Hilfiger Matter described below. At July 31, 2004,
the Company had no borrowings and $25,350,000 in letters of credit (not yet
reflected in accounts payable) outstanding under the facility. These letters of
credit generally have terms of less than one year and are primarily used to
facilitate the purchase of import merchandise. (4) Contingencies Class Action Proceeding In February 1999, a lawsuit was filed in the United States District Court for
the Middle District of Georgia and was served on the Company and Robert M.
Goodfriend, its Chairman of the Board and Chief Executive Officer, by 20 named
plaintiffs, generally alleging that the Company discriminated against a class
of African-American employees at its retail stores through the use of
discriminatory selection and compensation procedures and by maintaining unequal
terms and conditions of employment. The plaintiffs further alleged that the
Company maintained a racially hostile working environment. On February 28, 2003, a proposed Consent Decree was filed with the District
Court for its preliminary approval. The proposed Consent Decree sets forth the
proposed settlement of the class action race discrimination lawsuit.
Ultimately, class action certification was sought in the lawsuit only with
respect to alleged discrimination in promotion to management positions and the
proposed Consent Decree is limited to such claims. Generally, the proposed
settlement provides for a payment by the Company in the aggregate amount of
$3.2 million to the class members (including the named plaintiffs) and their
counsel, as well as the Companys implementation of certain policies, practices
and procedures regarding, among other things, training of employees. The
Companys employer liability insurance underwriter has funded $3.1 million of
such payment to a third-party administrator. The proposed Consent Decree
explicitly provides that it is not an admission of liability by the Company and
the Company continues to deny all of the allegations. On April 30, 2003, the
District Court granted preliminary approval of the proposed Consent Decree, and
a hearing was held on June 30, 2003, regarding the adequacy and fairness of the
proposed settlement. On March 3, 2004, the United States District Court for the
Middle District of Georgia issued an Order granting final approval of the
Consent Decree. On or about February 23, 2004, a purported class member filed
an appeal with the U.S. Court of Appeals for the Eleventh Circuit (the
Eleventh Circuit), alleging, among other things, misconduct on the part of
the District Court and the plaintiffs/appellants counsel; the Eleventh
Circuit dismissed this appeal on March 5, 2004. On or about March 12, 2004, a
Motion to set aside the dismissal was filed with the Eleventh Circuit. On May
28, 2004, the Eleventh Circuit dismissed all appeals regarding this matter.
Pursuant to the terms of the March 3, 2004 Order, the District Court will
maintain jurisdiction of this matter until July 2006 to monitor the parties
compliance with the Consent Decree. 7




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Goodys Family Clothing, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements   continued
(Unaudited) Hilfiger Matter, Sun Matter and Related Insurance Matters In July 2000, Tommy Hilfiger Licensing, Inc. (Hilfiger) commenced an action
against the Company in the United States District Court for the Northern
District of Georgia, alleging, among other things, counterfeiting and trademark
infringement (the Hilfiger Matter). A bench trial for the Hilfiger Matter
concluded on March 13, 2003, and on May 9, 2003, the Court rendered its
decision, awarding damages to Hilfiger in the amount of approximately $11.0
million, plus reasonable attorneys fees and costs. In June 2002, Hilfiger brought an action against Sun Apparel, Inc. (Sun), a
Goodys denim supplier, alleging trademark infringement arising out of Suns
manufacture of the allegedly infringing labels that gave rise to Hilfigers
trademark infringement claims against Goodys (the Sun Matter). Goodys had
agreed to pay for the defense of the Sun Matter because of certain
indemnification obligations it had to Sun. At the time the Hilfiger Matter commenced, the Companys primary liability
insurer indicated that it would reimburse Goodys for its legal fees and
expenses. In February 2003, after several unsuccessful attempts to obtain such
reimbursement, Goodys filed an insurance coverage action against the insurers.
Following the commencement of such action, the primary insurer agreed to
reimburse Goodys for a substantial portion of its past and future legal
expenses. However, the insurance carriers reserved their rights regarding their
obligations to indemnify Goodys against damages resulting from the Hilfiger
claims and the Sun Matter and the carriers asserted certain defenses against
their indemnity obligations. On May 13, 2003, Firemans Fund Insurance Company
(Firemans Fund), the excess layer (umbrella insurance) carrier, commenced an
action against Goodys in the Chancery Court for Knox County, Tennessee,
seeking a declaratory judgment against Goodys declaring that it has no duty to
indemnify Goodys in the Hilfiger Matter (the Goodys suit against the insurers
and the Firemans Fund suit against the Company are collectively referred to
herein as the Insurance Matters). The Company recorded a pretax charge of $7,996,000 during the thirteen weeks
ended May 3, 2003, for legal claims and related legal fees in connection with
the Hilfiger Matter and related matters. In June 2003, the Company reached a settlement agreement with Hilfiger,
resolving all outstanding issues arising out of the Hilfiger Matter. Under the
settlement, the Company agreed to make an $11.0 million cash payment to
Hilfiger. The settlement amount also encompassed the settlement of the Sun
Matter. In June 2003, the Company also reached an agreement in principle with
its insurance carriers regarding the Insurance Matters and a definitive
settlement agreement with its insurance carriers was executed in July 2003. The
settlement enabled the Company to reverse $4,441,000 ($0.08 per diluted share
after taxes) of the pretax charge of $7,996,000 ($0.15 per diluted share after
taxes) in the second quarter of fiscal 2003. Other Matters In addition, the Company is a party to various other legal proceedings arising
in the ordinary course of its business. The Company has various insurance
policies in place in the event of unfavorable outcomes from such proceedings.
The insurance companies level of, and willingness to, support their coverage
could vary depending upon the circumstances of each particular case. As such,
there can be no assurance as to the level of support available from insurance
policies. The Company does not currently believe that the ultimate outcome of
all such pending legal proceedings, individually or in the aggregate, would
have a material adverse effect on the Companys financial position, results of
operations or cash flows. (5) Intangible Assets The Company purchased the Duck Head trademarks and four related licenses from
TSI Brands Inc., and its parent corporation, Tropical Sportswear Intl
Corporation during the second quarter of fiscal 2003 for $4,000,000, and total
acquisition costs were ultimately $4,103,000. In accordance with FASB Statement
No. 142, Goodwill and Other Intangible Assets, the Company performed a
valuation of the trademarks during fiscal 2003 and determined that the asset
has an indefinite life and no impairment charge was necessary. 8




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders
Goodys Family Clothing, Inc.
Knoxville, Tennessee: We have reviewed the accompanying condensed consolidated balance sheets of

Goodys Family Clothing, Inc. and Subsidiaries (the Company) as of July 31,
2004 and August 2, 2003, and the related condensed consolidated statements of
operations for the thirteen and twenty-six week periods ended July 31, 2004 and
August 2, 2003, and of cash flows for the twenty-six week periods ended July
31, 2004 and August 2, 2003. These interim condensed consolidated financial
statements are the responsibility of the Companys management. We conducted our reviews in accordance with standards established by the Public
Company Accounting Oversight Board (United States). A review of interim
financial information consists principally of applying analytical procedures
and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards of the Public Company Accounting Oversight
Board (United States), the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion. Based on our reviews, we are not aware of any material modifications that
should be made to such condensed consolidated interim financial statements for
them to be in conformity with accounting principles generally accepted in the
United States of America. We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of the
Company as of January 31, 2004, and the related consolidated statements of
operations, shareholders equity, and cash flows for the year then ended (not
presented herein); and in our report dated March 19, 2004, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance
sheet as of January 31, 2004, is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived. /s/Deloitte & Touche LLP
Atlanta, Georgia
August 18, 2004 9




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Item 2.    Managements Discussion and Analysis of Financial Condition and
Results of Operations Forward-looking Statements This Quarterly Report contains certain forward-looking statements which are
based upon current expectations, business plans and estimates and involve
material risks and uncertainties including, but not limited to: (i)
    
    customer demand and trends in the apparel and retail industry;(ii)
    
    the acceptance of the Companys merchandise offerings, including the new Duck Head line;(iii)
    
    the ability to avoid excess promotional pricing;(iv)
    
    weather conditions;(v)
    
    the impact of competitors pricing and store expansion;(vi)
    
    the timely availability of branded and private-label merchandise in sufficient
quantities to satisfy customer demand;(vii)
    
    the effectiveness of merchandising, advertising, pricing, and operational strategies;(viii)
    
    the ability to achieve business plan targets;(ix)
    
    the ability to enter into leases for new store locations;(x)
    
    the timing, magnitude and costs of opening new stores;(xi)
    
    individual store performance, including new stores;(xii)
    
    relations with vendors, factors and employees;(xiii)
    
    the general economic conditions within the Companys markets;(xiv)
    
    global political unrest, including terrorism and war;(xv)
    
    the continued availability of adequate credit support from vendors and factors;(xvi)
    
    the Companys compliance with loan covenants and the availability of sufficient
eligible collateral for borrowing;(xvii)
    
    the possibility of unanticipated needs for additional capital expenditures;(xviii)
    
    trends affecting the Companys financial condition, results of operations or cash flows;(xiv)
    
    the success of the Companys information technology systems; and(xx)
    
    the seasonality of the Companys business.
 Any forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, which generally can be identified by the use of
forward-looking terminology such as may, will, expect, estimate,
anticipate, believe, target, plan, project, or continue or the
negatives thereof or other variations thereon or similar terminology, are made
on the basis of managements plans and current analysis of the Company, its
business and the industry as a whole. Readers are cautioned that any such
forward-looking statement is not a guarantee of future performance and
involves risks and uncertainties, and that actual results may differ
materially from those projected in the forward-looking statement as a result
of various factors. The Company does not undertake to publicly update or
revise its forward-looking statements even if experience or future changes
make it clear that any projected results expressed or implied therein will not
be realized. Additional information on risk factors that could potentially
affect the Companys financial results may be found in the Companys public
filings with the Securities and Exchange Commission. Certain of such filings
may be accessed through the Companys web site, http://www.goodysonline.com,
then choose SEC Filings. Critical Accounting Policies The Companys accompanying interim condensed consolidated financial statements
have been prepared in conformity with accounting principles generally accepted
in the United States of America, which require management to make estimates
that affect the amounts of revenues, expenses, assets and liabilities
reported. The critical accounting matters that are very important to the
portrayal of the Companys financial condition and results of operations and
require some of managements most difficult, subjective and complex judgments
are described in detail in the Companys Annual Report on Form 10-K for the
fiscal year ended January 31, 2004. The accounting for these matters involves
forming estimates based on current facts, circumstances and assumptions which,
in managements judgment, could change in a manner that would materially
affect managements future estimates with respect to such matters and,
accordingly, could cause future reported financial condition and results of
operations to differ materially from financial results reported based on
managements current estimates. There have been no material changes in the
critical accounting policies during the twenty-six weeks ended July 31, 2004. 10




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Results of Operations The following table sets forth unaudited results of operations, as a percent of
sales, for the periods indicated: Thirteen
    
    Twenty-sixWeeks Ended
    
    Weeks EndedJuly 31,
    
    August 2,
    
    July 31,
    
    August 2,2004
    
    2003
    
    2004
    
    2003Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales and occupancy expenses
    
    
    70.2
    
    
    
    70.8
    
    
    
    69.7
    
    
    
    70.2Gross profit
    
    
    29.8
    
    
    
    29.2
    
    
    
    30.3
    
    
    
    29.8Selling, general and administrative expenses
    
    
    29.2
    
    
    
    25.5
    
    
    
    27.9
    
    
    
    27.4Earnings from operations
    
    
    0.6
    
    
    
    3.7
    
    
    
    2.4
    
    
    
    2.4Investment income
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Earnings before income taxes
    
    
    0.7
    
    
    
    3.8
    
    
    
    2.5
    
    
    
    2.5Provision for income taxes
    
    
    0.3
    
    
    
    1.4
    
    
    
    0.9
    
    
    
    0.9Net earnings
    
    
    0.4
    %
    
    
    2.4
    %
    
    
    1.6
    %
    
    
    1.6
    %
 Thirteen Weeks Ended July 31, 2004 Compared with Thirteen Weeks Ended August 2,
2003 OverviewDuring the second quarter of fiscal 2004, the Company opened 5 new
stores and remodeled 2 stores, bringing the total number of stores in operation
at July 31, 2004 to 345, compared with 332 at August 2, 2003. During the second
quarter of fiscal 2003, the Company opened five new stores and relocated or
remodeled five stores. Net earnings for the second quarter of fiscal 2004 were
$1,256,000, or 0.4% of sales, compared with net earnings for the second quarter
of fiscal 2003 of $7,110,000, or 2.4% of sales. Net earnings for the second
quarter of fiscal 2003 included a pretax credit of $4,441,000 associated with
the Hilfiger Matter and related matters as discussed in Note 4 to the Notes to
Consolidated Financial Statements. SalesSales for the second quarter of fiscal 2004 were $294,632,000, a 0.2%
increase from the $294,039,000 in sales for the second quarter of fiscal 2003.
This increase of $593,000 consisted of a $6,817,000 increase in additional net
sales from new stores, transition stores and sales from stores that were
subsequently closed, offset by a $6,224,000 decrease in comparable store sales.
Comparable store sales for the second quarter of fiscal 2004 decreased 2.2%
compared with the second quarter of fiscal 2003. Sales for the second quarter
of fiscal 2004 were negatively affected by (i) unusually wet weather in June,
(ii) a shift in sales tax holidays in four states from the second quarter of
fiscal 2003 to the third quarter of fiscal 2004, and (iii) an overbalance of
seasonal receipts in the first quarter versus the second quarter of fiscal
2004. Sales of private-label merchandise, which includes the Companys
exclusive Duck Head lines launched March 14, 2004, increased to approximately
32.4% of total merchandise sales for the second quarter of fiscal 2004 from
26.5% of total merchandise sales for the same period in the prior year. Gross profitGross profit for the second quarter of fiscal 2004 was
$87,963,000, or 29.8% of sales, a $2,020,000 increase from the $85,943,000 in
gross profit, or 29.2% of sales, for the second quarter of fiscal 2003. The
0.6% increase in gross profit as a percent of sales in the second quarter of
fiscal 2004 compared with the second quarter of fiscal 2003 resulted from an
0.8% increase in merchandise margins, offset by a 0.2% increase in occupancy
costs due to the decrease in comparable store sales and the resulting lack of
leverage as a percentage of sales. The improvement in gross profit was
partially attributable to increased private-label sales, which produce higher
gross margins, overall, than the Companys branded merchandise offerings. Selling, general and administrative expensesSelling, general and
administrative expenses for the second quarter of fiscal 2004 were $86,037,000,
or 29.2% of sales, an increase of $11,175,000 from $74,862,000, or 25.5% of
sales, for the second quarter of fiscal 2003. Selling, general and
administrative expenses increased by 3.7%, as a percent of sales, for the
second quarter of fiscal 2004 compared with the second quarter of fiscal 2003.
Selling, general and administrative expenses in the second quarter of fiscal
2003, excluding the pretax credit of $4,441,000 related to the previously
reported settlements of the Hilfiger litigation, were $79,303,000 or 27.0% of
sales. Selling, general and administrative expenses increased by 2.2%, as a
percent of sales, for the second quarter of fiscal 2004 compared with the
second quarter of fiscal 2003 (excluding the settlements of the Hilfiger
litigation in the second quarter of fiscal 2003). The 2.2% increase relates
primarily to (i) a 0.5% increase in the provision for health care costs, (ii) a
0.4% increase in workers compensation expense, (iii) a 0.3% increase in legal
expenses, (iv) a 0.2% increase in professional fees, primarily related to
compliance with Section 404 of the Sarbanes-Oxley Act of 2002, (v) a 0.2%
increase in payroll expense, net of a 0.6% decrease in the accrual of
performance 11




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##### Table of Contents



bonuses, (vi) a 0.1% increase in depreciation expense, and (vii) a 0.5%
increase in all other selling, general and administrative expenses. Income taxesThe provision for income taxes for the second quarter of fiscal
2004 was $746,000, for an effective tax rate of 37.26% of earnings before
income taxes, compared with a provision for income taxes of $4,175,000, for an
effective tax rate of 37.00% of earnings before income taxes, for the second
quarter of fiscal 2003. Twenty-six Weeks Ended July 31, 2004 Compared with Twenty-six Weeks Ended
August 2, 2003 OverviewDuring the twenty-six weeks ended July 31, 2004, the Company opened
10 new stores, relocated 1 store and remodeled 7 stores, bringing the total
number of stores in operation at July 31, 2004 to 345, compared with 335 at
January 31, 2004 and 332 at August 2, 2003. During the corresponding period of
the previous fiscal year, the Company opened 5 new stores, relocated or
remodeled 10 stores and closed 1 store. Net earnings for the twenty-six weeks
ended July 31, 2004 were $9,319,000, or 1.6% of sales, compared with net
earnings for the twenty-six weeks ended August 2, 2003 of $8,973,000, or 1.6%
of sales. Net earnings for the twenty-six weeks ended August 2, 2003 included a
pretax charge of $3,555,000 related to the previously reported settlements of
the Hilfiger Matter and related matters as discussed in Note 4 to the Notes to
Consolidated Financial Statements. SalesSales for the twenty-six weeks ended July 31, 2004 were $597,510,000, a
3.5% increase from the $577,051,000 in sales for the twenty-six weeks ended
August 2, 2003. This increase of $20,459,000 consisted of $15,194,000 in
additional net sales from new stores, transition stores and sales from stores
that were subsequently closed and $5,265,000 in comparable store sales.
Comparable store sales for the twenty-six weeks ended July 31, 2004 increased
0.9% compared with the corresponding period of the previous fiscal year. Sales
of private-label merchandise, which includes the Companys exclusive Duck Head
lines launched March 14, 2004, increased to approximately 32.8% of total
merchandise sales for the twenty-six weeks ended July 31, 2004, from 29.4% of
total merchandise sales for the same period in the prior year. Gross profitGross profit for the twenty-six weeks ended July 31, 2004 was
$180,918,000, or 30.3% of sales, a $9,159,000 increase from the $171,759,000 in
gross profit, or 29.8% of sales, for the twenty-six weeks ended August 2, 2003.
The 0.5% increase in gross profit as a percent of sales for the twenty-six
weeks ended July 31, 2004 compared with the twenty-six weeks ended August 2,
2003 resulted primarily from an increase in merchandise margins. The
improvement in gross profit was partially attributable to increased
private-label sales, which produce higher gross margins, overall, than the
Companys branded merchandise offerings. Selling, general and administrative expensesSelling, general and
administrative expenses for the twenty-six weeks ended July 31, 2004 were
$166,327,000, or 27.9% of sales, an increase of $8,431,000 from $157,896,000,
or 27.4% of sales, for the twenty-six weeks ended August 2, 2003. Selling,
general and administrative expenses, excluding the pretax charge of $3,555,000
related to the previously reported settlements of the Hilfiger litigation
during the twenty-six weeks ended August 2, 2003, were $154,341,000 or 26.7% of
sales. Selling, general and administrative expenses increased by 1.2%, as a
percent of sales, for the twenty-six weeks ended July 31, 2004 compared with
the twenty-six weeks ended August 2, 2003 (excluding the settlements of the
Hilfiger litigation in the second quarter of fiscal 2003). The 1.2% increase
relates primarily to (i) a 0.4% increase in the provision for health care
costs, (ii) a 0.2% increase in workers compensation expense, (iii) a 0.2%
increase in legal fees, (iv) a 0.1% increase in professional fees, primarily
related to compliance with Section 404 of the Sarbanes-Oxley Act of 2002, and
(v) a 0.5% increase in all other selling, general and administrative expenses,
offset by (vi) a 0.2% decrease in payroll expense, net of a 0.4% decrease in
the accrual of performance bonuses. Income taxesThe provision for income taxes for the twenty-six weeks ended
July 31, 2004 was $5,532,000, for an effective tax rate of 37.25% of earnings
before income taxes, compared with a provision for income taxes of $5,270,000,
for an effective tax rate of 37.00% of earnings before income taxes, for the
twenty-six weeks ended August 2, 2003. Liquidity and Capital Resources Financial PositionThe Companys primary sources of liquidity are cash flows
from operations, including credit terms from vendors and factors, and
borrowings under its credit facility discussed below. At July 31, 2004,
January 31, 2004 and August 2, 2003, the Companys working capital was
$141,023,000, $135,522,000 and $119,260,000, respectively. The increase in
working capital from August 2, 2003 to July 31, 2004 was $21,763,000 and the
increase from January 31, 2004 to July 31, 2004 was $5,501,000. The $21,763,000 increase in working capital from August 2, 2003 to July 31,
2004, consists primarily of (i) $18,006,000 in earnings, (ii) $8,390,000 from
the purchase of the Companys interests in certain split-dollar life insurance
policies, (iii) 12




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##### Table of Contents



$1,933,000 from the issuance of common stock through the exercise of stock
options, offset by, (iv) a $5,494,000 net change in property and equipment,
and (v) dividends paid of $2,624,000. The $5,501,000 increase in working capital from January 31, 2004 to July 31,
2004, consists primarily of (i) $9,319,000 in earnings, (ii) $691,000 from the
issuance of common stock through the exercise of stock options, partially
offset by (iii) a $4,659,000 net change in property, plant and equipment, and
(iv) dividends paid of $1,316,000. In May 2001, the Company entered into a five-year, $130,000,000 syndicated
revolving loan and security agreement that provides for cash borrowings for
general corporate purposes, including a $95,000,000 sub-facility for the
issuance of letters of credit. Borrowings under this credit facility are
limited by collateral formulas, based principally upon the Companys eligible
inventories. The credit facility is secured primarily by the Companys
inventories, receivables and cash and cash equivalents. The borrowing base was
$184,089,000 at July 31, 2004, which excludes cash and most of cash
equivalents and only gives credit for specified percentages of inventory and
receivables. The amount available to draw under the credit facility at July
31, 2004 was approximately $86,473,000. If availability (as calculated
pursuant to the credit facility) falls below $25,000,000, the Company would be
required, for a period of time, to comply with a financial covenant requiring
it to maintain minimum levels of tangible net worth based on formulas. The
credit facility also contains certain discretionary provisions that enable the
lender to reduce availability. The credit facility bears interest at LIBOR
plus an applicable margin or the prime rate. In June 2003, the credit facility
was amended to permit cash dividends in any fiscal year on the common stock in
an amount not to exceed (i) $3,500,000 (but not to exceed $10,000,000 in the
aggregate during the remaining term of the credit facility) plus (ii) 50% of
the Companys consolidated net income for the immediately preceding fiscal
year. In June 2003 the lenders agreed to waive any events of default which
could be deemed to have occurred by reason of the Courts decision in the
Hilfiger Matter. At July 31, 2004, January 31, 2004 and August 2, 2003, the Company had (i) no
cash borrowings under the credit facility and (ii) letters of credit
outstanding not yet reflected in accounts payable of $25,350,000, $28,908,000
and $25,105,000, respectively. There were no cash borrowings at any time
during the twenty-six weeks ended July 31, 2004 and August 2, 2003. Letters of
credit outstanding averaged $36,923,000 during the twenty-six weeks ended July
31, 2004, compared with $38,497,000 during the twenty-six weeks ended August
2, 2003. The highest balance of letters of credit outstanding during the
twenty-six weeks ended July 31, 2004, was $43,473,000 in July 2004 compared
with $47,428,000 in February 2003 during the twenty-six weeks ended August 2,
2003. Cash FlowsCash provided by operating activities was $2,200,000 and
$4,408,000 for the twenty-six weeks ended July 31, 2004 and August 2, 2003,
respectively. Cash used for increases in inventory during the twenty-six weeks
ended July 31, 2004 and August 2, 2003, was $42,003,000 and $37,463,000,
respectively. Inventories on a per square foot basis were $25.17 and $23.51 at
July 31, 2004 and August 2, 2003, respectively, which represents a 7.1%
increase on a per square foot basis. While inventory levels remain above plan
at the end of the second quarter, the inventory increases from the end of the
fiscal year and from the end of the second quarter last year were primarily
attributable to (i) the result of a sales shortfall from plan, (ii) additional
merchandise to support the March 14, 2004
launch of the new Duck Head sportswear lines,
(iii) the July 2004 introduction
of the new Duck Head Jeans Company denim lines,
(iv) expand certain other
merchandise offerings including assortments for automatically replenished
basic merchandise and special size categories, and
(v) merchandise for new and
relocated stores opening after the end of the second fiscal quarter of 2004. Additionally, as it relates
to the comparison with year-end inventory levels, the inventory balance at the
end of the second quarter includes normal seasonal build-ups of inventory, as
well as inventory for new stores. An increase in accounts payable  trade
provided cash of $21,500,000 and $23,957,000 in the twenty-six weeks ended
July 31, 2004 and August 2, 2003, respectively, and was primarily related to
funding the seasonal and Duck Head inventory buildups. Cash flows from investing activities reflected a net use of cash of
$16,254,000 and $12,485,000 for the twenty-six weeks ended July 31, 2004 and
August 2, 2003, respectively. The Company used cash to fund capital
expenditures for new, relocated and remodeled stores, as well as for upgrading
information technology, and for general corporate purposes for the twenty-six
weeks ended July 31, 2004. Cash flows from financing activities used cash of $625,000 for the twenty-six
weeks ended July 31, 2004 and provided cash of $194,000 for the twenty-six
weeks ended August 2, 2003. The Company paid two quarterly cash dividends of
$0.02 per share on March 15, 2004 and June 15, 2004 of $657,000 and $659,000,
respectively, for a total of $1,316,000. Proceeds from the issuance of common
stock resulting from the exercise of stock options for the twenty-six weeks
ended July 31, 2004 and August 2, 2003 were $691,000 and $194,000,
respectively. OutlookAs previously reported, the Companys sales target for Duck Head
products in fiscal 2004 is approximately $75.0 million, with 15% of such amount
representing incremental sales after giving effect to the consolidation of underperforming 13




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private-label programs and the elimination of duplicate
assortments across all merchandising departments. The Company launched its Duck
Head line of merchandise on March 14, 2004 and this brand accounted for $33.8
million in sales for the fiscal year to date, outperforming expectations. There
can be no assurance that the sales target for the year will be reached or
exceeded. The Company opened 5 new stores on August 12, 2004, and expects to open between
5 and 10 additional new stores and relocate or remodel up to 6 existing stores
during the remainder of fiscal 2004. Capital expenditures for the remainder of
fiscal 2004 are expected to be approximately $25,000,000, primarily related to
new and remodeled store costs, the point-of-sale equipment for the entire
chain, management information systems, and general corporate purposes. Total
capital expenditures for fiscal 2004 are expected to be approximately
$41,300,000, down from the previously reported and budgeted $50,000,000. The Company expects that its per square foot inventory levels at the end of
third quarter of fiscal 2004 will be higher than the same period last year. The
Company is working to achieve its business plan, which calls for year-end
inventories on a per square foot basis to be similar to inventory levels at the
end of fiscal 2003. The Companys primary needs for capital resources are for the purchase of store
inventories, capital expenditures and for normal operating purposes. Management
believes that its existing working capital, together with anticipated cash
flows from operations, including credit terms from vendors and factors, and the
borrowings available under the credit facility will be sufficient to meet the
Companys operating and capital expenditure requirements for the foreseeable
future. On June 16, 2004, the Companys Board of Directors declared a quarterly cash
dividend of $0.03 per share to shareholders of record on September 1, 2004,
payable on September 15, 2004. The Company anticipates paying regular,
quarterly cash dividends in the future, subject to the Companys earnings,
financial condition, capital requirements, general economic and business
conditions, and other factors deemed relevant by the Board of Directors. The
Companys credit facility was amended to permit such dividends within certain
prescribed limitations, as described above. Contractual ObligationsFor a discussion of the Companys contractual
obligations, see a discussion of future commitments under Item 7, Managements
Discussion and Analysis of Financial Condition and Results of Operations in
our Annual Report on Form 10-K for the fiscal year ended January 31, 2004.
There have been no significant developments with respect to the Companys
contractual obligations since January 31, 2004. 
 Item 3   Quantitative and Qualitative Disclosures about Market Risk The Company has no material investments or risks in market risk sensitive
instruments. 
 Item 4   Controls and Procedures The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed by the Company in the reports
filed or submitted by it under the Securities Exchange Act of 1934, as amended
(the Exchange Act), is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commissions rules
and forms, and include controls and procedures designed to ensure that
information required to be disclosed by the Company in such reports is
accumulated and communicated to the Companys management, including the
Companys Chairman and Chief Executive Officer, and the Companys Chief
Financial Officer and Chief Accounting Officer, as appropriate, to allow timely
decisions regarding required disclosure. Each fiscal quarter, under the supervision and with the participation of the
Companys management, including the Companys Chairman and Chief Executive
Officer, the Companys Chief Financial Officer and Chief Accounting Officer,
the Company carries out an evaluation of the effectiveness of the design and
operation of the Companys disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15. Based upon the foregoing, the Companys Chairman and
Chief Executive Officer, along with the Companys Chief Financial Officer and
Chief Accounting Officer, concluded that, as of July 31, 2004, the Companys
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company (including its consolidated
subsidiaries) required to be included in the Companys Exchange Act reports. During the fiscal quarter ended July 31, 2004, there has been no change in the
Companys internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Companys internal
control over financial reporting. 14




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##### Table of Contents



PART II  OTHER INFORMATION 
 Item 1.  Legal Proceedings- See Note 4 to the Notes to Condensed
Consolidated Financial Statements contained herein for a discussion of the
Class Action. 
 Item 2.   Changes in Securities, Use of Proceeds and Issuer Purchases of
Equity Securities- None 
 Item 3.    Defaults Upon Senior Securities- None 
 Item 4.    Submission of Matters to a Vote of Security Holders- The Company held its Annual Meeting of Shareholders (the Meeting) on June 16,
2004 at which the following items were submitted to a vote of shareholders:  1.
    
    To elect two directors to serve for terms of three years;2.
    
    To consider, approve and adopt the Goodys Family Clothing,
Inc. Amended and Restated Short-Term Incentive Plan. At the Meeting, the following persons were elected as a director of the Company
for a three year term expiring at the 2007 Annual Meeting of Shareholders: Robert M. Goodfriend   30,242,983 shares of common stock were voted in favor
of his election; 1,529,030 shares of common stock were withheld and 1,178,964
shares of common stock were not voted. There were no abstentions or broker
non-votes. Robert F. Koppel   22,805,238 shares of common stock were voted in favor of
his election; 8,966,775 shares of common stock were withheld and 1,178,964
shares of common stock were not voted. There were no abstentions or broker
non-votes. The other directors of the Company are Irwin L. Lowenstein and Cheryl L.
Turnbull, whose terms expire at the 2005 Annual Meeting of Shareholders and
Samuel J. Furrow, whose term expires at the 2006 Annual Meeting of
Shareholders. At the Meeting, the Goodys Family Clothing, Inc. Amended and Restated
Short-Term Incentive Plan was approved with 26,998,684 shares of common stock
voting in favor, 1,352,928 shares of common stock voting against, 155,533
shares of common stock abstaining, and 1,178,964 shares of common stock not
voting. There were 3,264,868 broker non-votes. 
 Item 5.    Other Information- None Item 6.    Exhibits and Reports on Form 8-K 
  a)
    
    Exhibits - 15
    
    Accountants Awareness Letter31.1
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.3
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.3
    
    Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
  b)
    
    Reports on Form 8-K:None 15




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##### Table of Contents



GOODYS FAMILY CLOTHING, INC. 
 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized. GOODYS FAMILY CLOTHING, INC.
(Registrant)Date: August 19, 2004
    /s/ Robert M. GoodfriendRobert M. GoodfriendChairman of the Board and
Chief Executive Officer Date: August 19, 2004
    /s/ Edward R. CarlinEdward R. CarlinExecutive Vice President,
Chief Financial Officer and Secretary
(Principal Financial Officer) Date: August 19, 2004
    /s/ David G. PeekDavid G. PeekSenior Vice President and
Chief Accounting Officer
(Principal Accounting Officer) 16