MEMORANDUM ***

As 3 Day concedes, Searcy established a prima facie case of discrimination because she was an over-40 female, was performing her job adequately, and was replaced by a younger male. The burden of production having shifted to 3 Day,1 the company offered legitimate, non-discriminatory reasons for discharging her: the company was consolidating two stores, needed only one manager, and chose the one with the better attitude. “If the defendant articulates such a reason, the plaintiff bears the ultimate burden of demonstrating that the reason was merely a pretext for a discriminatory motive.”2 To avoid summary judgment, the plaintiff must produce “ ‘specific, substantial evidence of pretext.’ ”3

Searcy had no evidence for the pretext beyond her prima facie case and speculation. The employer presented uncontradicted evidence that Searcy had expressed *584a negative attitude about company practices and that the manager with whom she was competing for the single spot was seen by the company as having a positive attitude.

Searcy also appeals the district court’s denial of her motion for leave to amend her complaint. Searcy was subject to a Rule 16 scheduling order and filed her motion outside of the time provided by the order. Plaintiffs wishing to amend their complaints outside of the time line established in a Rule 16 order must “show good cause for failing to amend their complaints earlier.”4 Searcy offered no “good cause.” She argues that her request did not prejudice 3 Day, but lack of prejudice does not constitute good cause.5 In any event, the district court found prejudice to 3 Day, and we cannot say that its ruling was an abuse of discretion.

AFFIRMED.