<PAGE>

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


                                    FORM 10-Q

/X/    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 27, 1999


                                       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 0-22359


                                 TRACK 'N TRAIL
             (Exact name of registrant as specified in its charter)




           DELAWARE                                 91-1778085
(State or other jurisdiction of           I.R.S. Employer Identification Number
incorporation or organization)



            4961-A WINDPLAY DRIVE, EL DORADO HILLS, CALIFORNIA 95762
               (Address of principal executive offices) (zip code)




                                 (916) 933-4525
              (Registrant's telephone number, including area code)

Indicate by a check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports); and (2) has been subject to such
filing requirements for the past 90 days. Yes   X    No
                                              -----

The number of shares of the Registrant's Common Stock, $0.01 par value,
outstanding as of April 15, 1999 was 6,865,899.

<PAGE>


                                 TRACK 'N TRAIL

                                    FORM 10-Q

                          QUARTER ENDED MARCH 27, 1999



                                      INDEX
                                      -----

<TABLE>
<CAPTION>

                                                                                                            PAGE
                                                                                                            ----
<S>                                                                                                        <C>
PART I:       FINANCIAL INFORMATION

              Item 1.      Financial Statements

                           Consolidated Balance Sheets as of March 27, 1999
                           and December 26, 1998..............................................................1

                           Consolidated Statements of Operations for the 13-Weeks
                           ended March 27, 1999 and March 28, 1998............................................2

                           Consolidated Statements of Cash Flows for the 13-Weeks
                           ended March 27, 1999 and March 28, 1998............................................3

                           Notes to Consolidated Financial Statements........................................4-5

              Item 2.      Management's Discussion and Analysis of Financial
                           Condition and Results of Operations...............................................6-9


PART II:      OTHER INFORMATION

              Item 6.      Exhibits and Reports on Form 8-K.................................................. 10


SIGNATURES................................................................................................... 11

</TABLE>

<PAGE>

                         TRACK 'N TRAIL AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  BASIS OF PRESENTATION

       INTERIM RESULTS

       The accompanying consolidated financial statements for the 
thirteen-week periods ended March 27, 1999 and March 28, 1998 have been 
prepared in accordance with generally accepted accounting principles 
("GAAP"), and with the instructions to Form 10-Q and Article 10 of Regulation 
S-X. These financial statements have not been audited by independent public 
accountants, but include all adjustments (consisting of normal recurring 
adjustments) which are, in the opinion of management, necessary for a fair 
presentation of the financial condition, results of operations and cash flows 
for such periods. However, these results are not necessarily indicative of 
results for any other interim period or for the full fiscal year. The 
accompanying consolidated balance sheet as of December 26, 1998 has been 
derived from the audited financial statements, but does not include all 
disclosures required by GAAP. The Company has historically experienced 
significant quarterly fluctuations due to seasonality in operating results 
and it expects that these fluctuations in sales, expenses, and net income or 
loss will continue.

       The financial statements and related disclosures have been prepared 
with the presumption that users of the interim financial information have 
read or have access to the audited financial statements for the preceding 
fiscal year. Accordingly, these financial statements should be read in 
conjunction with the audited financial statements and the related notes 
thereto incorporated by reference from the Company's Annual Report on Form 
10-K for the fiscal year ended December 26, 1998.

2.  EARNINGS PER SHARE

       Earnings per share ("EPS") is calculated under the provisions of 
Statement of Financial Accounting Standards (SFAS) No. 128, EARNINGS PER 
SHARE. SFAS No. 128 requires dual presentation of basic and diluted earnings 
per share by entities with complex capital structures. Basic EPS excludes 
dilution and is computed by dividing income available to common stockholders 
by the weighted average number of common shares outstanding for the period. 
Diluted EPS reflects the potential dilution that could occur if securities or 
other contracts to issue common stock were exercised or converted into common 
stock, or resulted in the issuance of common stock, that then shared in 
earnings of the entity.

         A reconciliation of the numerators and denominators of the basic and 
diluted earnings per share computations under SFAS No. 128 is as follows (in 
thousands, except per share information):

<TABLE>
<CAPTION>

                                                                              Period ended
                                                                 --------------------------------------
                                                                    March 27,               March 28, 
                                                                      1999                    1998
                                                                   (13 weeks)              (13 weeks)
                                                                 ---------------        ---------------
<S>                                                             <C>                    <C>
Income (loss) available to common stockholders for basic                                                
and diluted earnings per share ................................  $       (1,591)        $         (848)
                                                                 ---------------        ---------------
                                                                 ---------------        ---------------
Weighted average shares for basic and diluted earnings per                                              
share..........................................................           6,864                  6,842

Loss per share:
  Basic........................................................  $        (0.23)        $        (0.12)
                                                                 ---------------        ---------------
                                                                 ---------------        ---------------
  Diluted......................................................  $        (0.23)        $        (0.12)
                                                                 ---------------        ---------------
                                                                 ---------------        ---------------

</TABLE>


                                       4

<PAGE>

         For the 13 week periods ended March 27, 1999 and March 28, 1998, all
warrants and options outstanding were not dilutive and, accordingly, were not
included in the weighted average number of common and common equivalent shares
outstanding.

3.  SUPPLEMENTAL CASH FLOW INFORMATION

         Supplemental cash flow information is as follows (in thousands):

<TABLE>
<CAPTION>

                                                                              Period Ended
                                                               ------------------------------------------
                                                                   March 27,                March 28,
                                                                     1999                      1998
                                                                  (13 weeks)                (13 weeks)
                                                               -----------------         ----------------
<S>                                                           <C>                       <C>
Noncash investing and financing transactions:
  Receivables recorded for tenant improvement allowances...... $           346           $             --
                                                               ---------------           ----------------
                                                               ---------------           ----------------

</TABLE>

                                        5

<PAGE>

PART I:  FINANCIAL INFORMATION

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

         PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT. In 
addition to historical information, this Management's Discussion and Analysis 
includes certain forward-looking statements regarding events and financial 
trends which may affect the Company's future operating results and financial 
position. Such statements are subject to risks and uncertainties that could 
cause the Company's actual results and financial position to differ 
materially. Factors that could cause or contribute to such differences 
include those discussed below. These and other risks and uncertainties 
related to the business are described in detail in the Company's Annual 
Report on Form 10-K under the heading "Risk Factors". Readers are cautioned 
not to place undue reliance on these forward-looking statements, which speak 
only as of the date hereof. The Company undertakes no obligation to publicly 
release the result of any revisions to these forward-looking statements to 
reflect events or circumstances after the date hereof or to reflect the 
occurrence of unanticipated events.

OVERVIEW

         Track 'n Trail, a Delaware corporation (together with its 
subsidiaries, unless the context otherwise requires, the "Company"), is one 
of the largest full-service specialty retailers in the United States focusing 
on a broad range of high-quality branded casual, outdoor and adventure 
footwear and apparel. Pursuant to the reorganization (the "Reorganization") 
effected in October 1997, the Company acquired the businesses conducted by 
its subsidiaries, Track 'n Trail, a California corporation ("Track 'n 
Trail-California"), and Overland Management Corporation ("Overland"). The 
Reorganization was accounted for in a manner similar to a pooling of 
interests. In August 1998 the Company acquired Nevin's Eagles Nest, Inc. 
("Eagles Nest"), a retailer of premium branded outdoor apparel. The Company 
operates in a single business segment. As of March 27, 1999, the Company 
operated 138 Track 'n Trail stores, 46 Overland Trading stores, and six 
Eagles Nest stores in 36 states.

         Comparable store sales are commonly used as a performance 
measurement by retail companies. The Company defines comparable stores as 
those stores that were open for the full fiscal period and for the full prior 
fiscal year. The Company's comparable store net sales, exclusive of sales 
attributable to the Eagles Nest stores acquired in 1998, increased 1.8% for 
the 13 weeks ended March 27, 1999.

RESULTS OF OPERATIONS

         The following discussion compares the Company's results of 
operations for the 13 weeks ended March 27, 1999 with its results for the 
comparable period in the prior year. The results achieved in this period are 
not necessarily indicative of results to be achieved in future periods. The 
following comparative information should be read in conjunction with the 
Consolidated Financial Statements and accompanying notes for each period 
discussed, as well as the information presented in all other sections of this 
Management's Discussion and Analysis.

         THIRTEEN WEEKS ENDED MARCH 27, 1999 COMPARED TO THIRTEEN WEEKS ENDED 
         MARCH 28, 1998

         NET SALES

         Net sales increased to $23.3 million for the 13 weeks ended March 
27, 1999, representing an increase of $4.4 million, or 23.4% over the $18.9 
million in net sales for the comparable period in the prior year. Net sales 
for the 34 stores (net of closures) opened subsequent to the first quarter of 
fiscal 1998 accounted for $3.1 million of the increase in net sales and the 
five Eagles Nest stores acquired in August 1998 contributed $1.2 million in 
net sales in the first quarter of fiscal 1999. Additionally, comparable store 
net sales for the 13 weeks ended March 27, 1999 increased $303,000, or 1.8%.

         GROSS PROFIT

         Gross profit was $10.7 million for the 13 weeks ended March 27, 
1999, representing an increase of $1.9 million, or 21.0%, over gross profit 
for the comparable period in the prior year. Gross profit as a percentage of 
net sales decreased to 45.9% for the 13 weeks ended March 27, 1999 from 46.8% 
for the comparable period in the prior year. The decrease in gross profit is 
the result of sales attributable to the Eagles Nest stores on which margins 
are generally lower than the margins on sales attributable to the Track 'n 
Trail and Overland Trading stores.

         SELLING AND MARKETING EXPENSES

         Selling and marketing expenses were $10.9 million for the 13 weeks 
ended March 27, 1999, representing an increase of $2.6 million, or 31.8%, 
over selling and marketing expenses for the comparable period in the prior 
year. Approximately $655,000, or 25.0% of this increase is attributable to 
the Eagles Nest stores. The remaining increase is primarily attributable to 
operating costs related to operating 33 additional Track 'n Trail and 
Overland Trading stores on March 27, 1999 versus March 26, 1998. As a 
percentage of net sales, selling and marketing expenses increased to 46.6% 
for the 13 weeks ended March 27, 1999 from 43.6% in the comparable period in 
the prior year, primarily as a result of incremental fixed store operating 
costs associated with a larger base of stores less than one year old, which 
historically have a lower initial sales base.

                                       6

<PAGE>

         ADMINISTRATIVE AND DISTRIBUTION EXPENSES

         Administrative and distribution expenses were $2.4 million for the 
13 weeks ended March 27, 1999, representing an increase of $398,000, or 
19.9%, over administrative and distribution expenses for the comparable 
period in the prior year. This increase is primarily attributable to 
increases in staffing and associated expenses as a result of the Company's 
continued internal expansion. The addition of the Eagles Nest stores 
accounted for $178,000 of the increase in administrative and distribution 
expenses. As a percentage of net sales, administrative and distribution 
expenses decreased to 10.3% in the 13 weeks ended March 27, 1999 from 10.6% 
in the comparable period in the prior year. The decrease as a percentage of 
net sales is primarily due to an increase in comparable store net sales and 
the dilutive effect on fixed operating costs resulting from the increased 
revenue attributable to a larger store base.

         INTEREST EXPENSE

         Interest expense was $248,000 for the 13 weeks ended March 27, 1999, 
representing an increase of $244,000 from the comparable period in the prior 
year. Debt incurred in connection with the Eagles Nest acquisition accounted 
for $76,000, or 30.7%, of total interest expense. The remainder is 
attributable to an increase of the outstanding principal balance of the 
Company's credit facility due to the expansion of the Company's store base.

         NET LOSS

         The Company's net loss for the 13 weeks ended March 27, 1999 was 
$1.6 million, representing an increase of $743,000 over a net loss of 
$848,000 in the comparable period in 1998. Eagles Nest accounted for $327,000 
of the increase in net loss. The remaining increase in net loss is primarily 
attributable to incremental fixed store operating costs associated with a 
larger store base in a period in which the Company historically experiences 
low sales.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has financed its operations from internally generated 
cash flow, borrowings under its revolving line of credit, and equity 
financing. The Company's liquidity requirements relate primarily to the 
financing of inventories, build-out of new stores and remodeling of existing 
stores.

         Net cash used for operating activities for the 13 weeks ended March 
27, 1999 was $4.8 million. Net cash used for or provided by operating 
activities has historically been driven by net income levels combined with 
fluctuations in inventory and accounts payable. Inventories at March 27, 1999 
were $39.9 million compared to $37.0 million at December 26, 1998. The 
Company's average store inventories vary throughout the year and increase in 
advance of the peak selling periods of back-to-school and Christmas. The 
increase in inventory between December 26, 1998 and March 27, 1999 relates 
primarily to the purchase of spring merchandise and the maintenance of a 
larger core inventory made possible by the Company's new and larger 
distribution center.

         The Company had $22.9 million in working capital as of March 27, 
1999 compared to $25.1 million at the end of fiscal 1998, representing a 
decrease of $2.2 million. The Company's working capital needs historically 
have been seasonal and typically peak in the second and fourth quarters. The 
peak in the second quarter is due to the incurrence of operating losses in 
the first quarter and increased inventory purchased for the spring selling 
season. Working capital needs peak in the fourth quarter due to increases in 
inventory in advance of the holiday selling season and payments coming due 
for back-to school merchandise. In addition, the Company requires incremental 
working capital to stock each new store upon opening.

         Capital expenditures (net of non-cash tenant improvement allowances) 
were $892,000 for the 13 weeks ended March 27, 1999. Capital expenditures in 
the first 13 weeks of 1999 were primarily for the build-out of five new 
stores, the build-out of one store to be opened in the second quarter of 
1999, and software and hardware upgrades as well as furniture and fixtures 
for the Company's new distribution center. The Company estimates capital 
expenditures for the remainder of the year to be approximately $400,000 for 
the build-out of approximately three additional stores, approximately 
$190,000 for the completion of the build-out of two stores opened in 1998, 
approximately $670,000 for remodels of existing stores and approximately 
$240,000 for software and hardware upgrades.

         The Company reviews the operating performance of its stores on an 
ongoing basis to determine which stores, if any, to close. The Company closed 
seven underperforming stores in the first quarter of 1999, which coincided 
with the end of the lease terms for such stores.

         Financing activities provided cash of $4.9 million for the 13 weeks 
ended March 27, 1999, and consisted of additional borrowings under the 
Company's revolving line of credit to fund working capital requirements.

         Management believes that the Company's operating cash flow and 
borrowings under its credit facility will be sufficient to complete the 
Company's fiscal 1999 store expansion program and to satisfy the Company's 
other capital requirements through fiscal 1999. The Company's capital 
requirements may vary significantly from those anticipated depending upon 
such factors as operating results, the number and timing of new store 
openings, and the number and size of any potential future acquisitions.

                                       7

<PAGE>

YEAR 2000

         The Year 2000 problem concerns the inability of some computer 
programs to recognize a year that begins with "20" instead of the familiar 
"19". For computer programs that were written using two digits instead of 
four to define the applicable year, they may recognize a date using "00" as 
the year 1900 instead of the year 2000. Computer programs which are not Year 
2000 compliant may fail or create erroneous results after December 31, 1999 
(and in some cases before), causing disruptions of operations, including, 
among other things, a temporary inability to process transactions or send and 
receive electronic data to or from third parties or engage in similar normal 
business activities.

         STATE OF READINESS

         The Company has developed a Year 2000 plan ("Y2K Plan") with the 
objective of having all of its information technology ("IT") systems and 
non-IT systems functioning properly with respect to the Year 2000 by December 
31, 1999. The Y2K Plan consists of the following phases: 1) assess the Year 
2000 compliance of IT and non-IT systems and identify potential problems; 2) 
assign priorities to identified Year 2000 problems; 3) remediation; 4) test 
IT and non-IT systems; and 5) develop contingency plans, including the 
possibility of securing alternate sources of supplies and services, 
increasing inventory and supply levels, and adjusting store and office 
staffing levels. The Company defines IT systems as all applications, 
operating systems and hardware on mainframe, PC or LAN platforms. Non-IT 
systems refer to those with embedded software or hardware that may have a 
time element. The Company has identified three areas of focus for its Y2K 
Plan: corporate headquarters, store sites, and "key" third parties (the 
"Third Parties"). Third Parties include suppliers, vendors and service 
providers that are deemed to be critical to the Company's business 
operations. All phases of the Y2K Plan are being applied to these three areas.

         An outside vendor provides the mainframe system software used at the 
Company's corporate office. The software contains an operating system and 
seven modules. The outside vendor has tested the operating system, 
merchandise, accounts payable, sales audit, fixed assets and general ledger 
modules and has verified to the Company that such software is Year 2000 
compliant. The Company has received Year 2000 compliant upgrade software for 
the report writing and electronic data exchange modules, and expects 
installation and testing to be complete in second quarter 1999 and third 
quarter 1999, respectively. The manufacturer of the mainframe hardware has 
tested the hardware and advised the Company that it is Year 2000 compliant.

         As of March 27, 1999, the Company had assessed approximately 75% of 
the personal computers at the corporate headquarters, of which approximately 
50% were found to be non-Year 2000 compliant. The Company expects that 
assessment of the remaining personal computers and non-IT systems will be 
completed by the end of second quarter 1999. Retrofitting and/or replacement 
and subsequent testing of non-compliant systems is scheduled for the third 
quarter 1999. The Local Area Network (LAN) software and hardware 
manufacturers have advised the Company that the LAN software and hardware 
used by the Company is Year 2000 compliant.

         The Company utilizes software produced by an outside vendor for its 
human resource and payroll functions. In the third quarter of 1998, the 
outside vendor upgraded and tested both systems and verified to the Company 
that they are Year 2000 compliant.

         The Company has identified the systems most critical to ongoing 
operations within the corporate headquarters category. Contingency planning 
for this category began in third quarter 1998 and is scheduled for completion 
in second quarter 1999.

         The Company uses Point of Sale (POS) hardware and software provided 
by an outside vendor at each of its Track 'n Trail and Overland stores to 
record sales transactions. Eagles Nest was converted to the same POS system 
in the first quarter of 1999. In the first quarter of 1999, the Company 
completed the Year 2000 compliant hardware upgrade for all of its stores. 
Additionally, the Company expects to receive a Year 2000 compliant software 
upgrade for its POS systems and expects to retrofit all of its stores with 
the upgraded software version by the end of the second quarter of 1999. POS 
systems for new stores, if any, will be installed with the upgraded version 
of the software. Contingency planning for this category began in the first 
quarter of 1999 and is expected to be completed by the end of the second 
quarter of 1999.

         The Company has initiated formal communications with all Third 
Parties to determine the extent to which the Company is vulnerable to a Third 
Party's failure to remediate its own Year 2000 issues. To the extent that the 
Company does not receive adequate assurances, it will develop contingency 
plans, with completion of these plans scheduled for the end of second quarter 
1999.

         COSTS

         The Company expects its costs associated with becoming Year 2000 
compliant to be approximately $53,000, exclusive of system additions, 
upgrades or replacements incurred in the normal course of business and 
assuming that implementation of contingency plans will not be necessary. The 
Company estimates $21,000 of this amount will have been incurred repairing 
software problems and $32,000 will have been incurred in connection with 
replacement of problem systems and equipment. Costs incurred through March 
27, 1999 have been approximately $15,000. The remaining costs are expected to 
be incurred by the end of third quarter 1999. The Company does not separately 
track the internal costs incurred for the Y2K Plan. Such costs are 
principally related to the payroll of the Company's Management Information 
Systems department. The Company's policy is to expense maintenance and 
modification costs 

                                      8

<PAGE>

and capitalize hardware and software purchases and upgrades. The Company 
intends to fund the foregoing from operating cash flow.

         RISKS

         The failure to correct a material Year 2000 problem could result in 
an interruption in, or failure of, certain normal business activities or 
operations. Such failures could materially and adversely affect the Company's 
results of operations, liquidity and financial condition. Because of the 
range of possible issues and large number of variables involved, it is 
impossible to quantify the total potential cost of Year 2000 problems or to 
determine the Company's worst-case scenario in the event the Company's Year 
2000 remediation efforts or the efforts of those with whom it does business 
are not successful. In order to deal with the uncertainty associated with the 
Year 2000 problem, the Company is developing contingency plans to address the 
possibility that efforts to mitigate the Year 2000 risk are not successful 
either in whole or part. These plans will include manual processing of 
information for critical information technology systems, increasing store 
staffing levels and inventory levels, identifying alternative suppliers and 
increasing cash on hand. The contingency plans are expected to be completed 
by the end of the second quarter of fiscal 1999, after which the appropriate 
implementation training is scheduled to take place. The Company believes 
that, upon completion of the Y2K Plan as scheduled, the possibility of 
material interruptions of normal operations also should be substantially 
lowered. No assurances can be given, however, that the Company will not 
suffer material interruptions of normal operations, or that such 
interruptions, even after the implementation of any contingency plans, will 
not have a material adverse effect on the Company's results of operations, 
liquidity and financial condition.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board (FASB) issued 
Statements of Financial Accounting Standard (SFAS) No. 133, ACCOUNTING FOR 
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, which requires that all 
derivative instruments be recorded on the balance sheet at fair value, and 
that changes in the fair value of the derivative instruments be recorded in 
net earnings or comprehensive earnings. SFAS 133 must be adopted for fiscal 
years beginning after June 15, 1999, with earlier adoption permitted. 
Management has determined that adoption of SFAS 133 will not have a material 
impact on the Company's consolidated financial statements.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

         The Company anticipates that its operating results will fluctuate as 
a result of a number of factors, including the number and timing of store 
openings and closures, seasonality, changes in pricing or promotion policies 
by the Company, its competitors or its suppliers, the availability and cost 
of merchandise and consumer acceptance of the products sold by the Company. 
The availability and cost of merchandise may, in turn, fluctuate due to a 
number of factors including changes in the Company's relationships with major 
suppliers, the Company's access to private label manufacturing capacity, 
foreign currency fluctuations and other risks associated with importing 
private label products from foreign countries.




                                     9

<PAGE>

PART II:  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:

<TABLE>
<CAPTION>

Exhibit
Number            Description of Document
-----------       -----------------------------------------------------------
<S>              <C>
27.1              Financial Data Schedule

</TABLE>

(b)      Reports on Form 8-K:

         There were no reports filed on Form 8-K during the quarter ended 
March 27, 1999.





                                     10

<PAGE>

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


                                     TRACK 'N TRAIL



Date:  April 28, 1999                By:
                                          --------------------------------------
                                                      Daniel J. Nahmens
                                            Executive Vice President-Finance and
                                                 Chief Financial Officer and
                                                 Treasurer (on behalf of the
                                             Registrant and as the Registrant's
                                                   Principal Financial and
                                                     Accounting Officer)






                                        11

<PAGE>

PART I:  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                         TRACK 'N TRAIL AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)
                                   ----------

<TABLE>
<CAPTION>

                                                                            MARCH 27,              DECEMBER 26,
                                                                               1999                    1998
                                                                         -----------------       -----------------
<S>                                                                    <C>                      <C>
                               ASSETS
Current assets:
    Cash and cash equivalents                                             $           675         $         1,808
    Accounts receivable                                                             1,498                   2,510
    Income taxes receivable                                                            --                     130
    Inventories                                                                    39,916                  36,998
    Prepaid expenses                                                                  499                     432
    Prepaid income taxes                                                            1,503                      --
    Deferred income taxes                                                             675                     675
                                                                         -----------------       -----------------

             Total current assets                                                  44,766                  42,553

Fixed assets, net                                                                  12,154                  11,849
Goodwill, net                                                                       4,787                   4,852
Deferred income taxes                                                               2,025                   2,025
                                                                         -----------------       -----------------
             Total assets                                                 $        63,732         $        61,279
                                                                         -----------------       -----------------
                                                                         -----------------       -----------------

                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Current portion of long-term debt                                     $         7,042         $         1,746
    Accounts payable                                                               12,490                  12,481
    Accrued payroll and bonuses                                                       737                     561
    Sales tax payable                                                                 453                     952
    Income taxes payable                                                               --                     687
    Accrued expenses and other liabilities                                          1,136                   1,010
                                                                         -----------------       -----------------

             Total current liabilities                                             21,858                  17,437

Deferred rent                                                                       1,577                   1,540
Long-term debt, net of current portion                                              9,327                   9,764
                                                                         -----------------       -----------------
             Total liabilities                                                     32,762                  28,741
                                                                         -----------------       -----------------

Stockholders' equity:
    Preferred stock, $0.01 par value; 2,000,000 shares
      authorized; no shares issued or outstanding                                      --                      --
    Common stock, $0.01 par value; 20,000,000 shares
      authorized; 6,865,899 and 6,851,961 shares issued and
      outstanding at March 27, 1999 and December 26, 1998, respectively                69                      69
    Additional paid-in capital                                                     25,854                  25,831
    Retained earnings                                                               5,047                   6,638
                                                                         -----------------       -----------------
             Total stockholders' equity                                            30,970                  32,538
                                                                         -----------------       -----------------
             Total liabilities and stockholders' equity                   $        63,732         $        61,279
                                                                         -----------------       -----------------
                                                                         -----------------       -----------------

</TABLE>

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

                                       1

<PAGE>

                         TRACK 'N TRAIL AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   ----------

<TABLE>
<CAPTION>

                                                                                          PERIOD ENDED
                                                                           ------------------------------------------
                                                                               MARCH 27,                MARCH 28,
                                                                                  1999                     1998
                                                                               (13 WEEKS)               (13 WEEKS)
                                                                            -----------------         --------------
<S>                                                                        <C>                       <C>
Net sales                                                                    $        23,324           $     18,908

Cost of sales                                                                         12,621                 10,065
                                                                            -----------------         --------------

           Gross profit                                                               10,703                  8,843
                                                                            -----------------         --------------

Operating expenses:
    Selling and marketing                                                             10,861                  8,239
    Administrative and distribution                                                    2,405                  2,007
                                                                            -----------------         --------------

           Total operating expenses                                                   13,266                 10,246
                                                                            -----------------         --------------

           Operating loss                                                             (2,563)                (1,403)

Other expense:
    Interest expense                                                                     248                      5
    Other, net                                                                             4                      5
                                                                            -----------------         --------------

           Loss before benefit for income taxes                                       (2,815)                (1,413)

Income tax benefit                                                                     1,224                    565
                                                                            -----------------         --------------

           Net loss                                                          $        (1,591)          $       (848)
                                                                            -----------------         --------------
                                                                            -----------------         --------------

Loss per share:
    Basic                                                                    $         (0.23)          $      (0.12)
                                                                            -----------------         --------------
                                                                            -----------------         --------------
    Diluted                                                                  $         (0.23)          $      (0.12)
                                                                            -----------------         --------------
                                                                            -----------------         --------------

</TABLE>

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

                                         2

<PAGE>

                         TRACK 'N TRAIL AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   ----------

<TABLE>
<CAPTION>

                                                                                          MARCH 27,                MARCH 28,
                                                                                            1999                     1998
                                                                                         (13 WEEKS)               (13 WEEKS)
                                                                                      -----------------        -----------------
<S>                                                                                  <C>                      <C>
Cash flows from operating activities:
    Net loss                                                                           $        (1,591)         $          (848)
    Adjustments to reconcile to cash used for operating activities:
      Depreciation and amortization                                                                653                      479
      Loss on disposal of fixed assets                                                              --                        3
      Cash provided by (used for) changes in operating assets and liabilities:
           Accounts receivable                                                                   1,357                      863
           Income taxes receivable                                                                 130                       --
           Inventories                                                                          (2,918)                      49
           Prepaid expenses                                                                        (67)                      30
           Prepaid income taxes                                                                 (1,503)                    (674)
           Accounts payable and other accrued liabilities                                         (189)                    (802)
           Income taxes payable                                                                   (687)                  (1,089)
           Deferred rent                                                                            38                        8
                                                                                      -----------------        -----------------

           Cash used for operating activities                                                   (4,777)                  (1,981)
                                                                                      -----------------        -----------------

Cash flows from investing activities:
    Purchases of fixed assets                                                                   (1,238)                    (759)
                                                                                      -----------------        -----------------

           Cash used for investing activities                                                   (1,238)                    (759)
                                                                                      -----------------        -----------------

Cash flows from financing activities:
    Bank line of credit:
      Borrowings                                                                                16,661                    3,290
      Repayments                                                                               (11,785)                  (2,160)
    Other long-term debt:
      Repayments                                                                                   (17)                     (84)
    Net proceeds from issuance of common stock                                                      23                       20
                                                                                      -----------------        -----------------

           Cash provided by financing activities                                                 4,882                    1,066
                                                                                      -----------------        -----------------

           Decrease in cash and cash equivalents                                                (1,133)                  (1,674)

Cash and cash equivalents, beginning of period                                                   1,808                    2,383
                                                                                      -----------------        -----------------

Cash and cash equivalents, end of period                                               $           675          $           709
                                                                                      -----------------        -----------------
                                                                                      -----------------        -----------------

</TABLE>

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

                                       3