UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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, 1999
OR
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission file number 0-14970
COST PLUS, INC.
(Exact name of registrant as specified in its charter)
California 94-1067973
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
200 4th Street, Oakland, California 94607
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 893-7300
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___
-----
The number of shares of Common Stock, $0.01 par value, outstanding on September
3, 1999 was 13,611,831.
COST PLUS, INC.
FORM 10-Q
For the Quarter Ended July 31, 1999
INDEX
PART I. FINANCIAL INFORMATION Page
ITEM 1. Condensed Consolidated Financial Statements
Balance Sheets (unaudited) as of July 31, 1999,
January 30, 1999 and August 1, 1998 3
Statements of Operations (unaudited)
for the three and six months ended
July 31, 1999 and August 1, 1998 4
Statements of Cash Flows (unaudited)
for the six months ended July 31, 1999
and August 1, 1998 5
Notes to Condensed Consolidated Financial Statements 6-7
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-11
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders 12
ITEM 5. Other Information 13
ITEM 6. Exhibits and Reports on Form 8-K 13
SIGNATURE PAGE 14
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COST PLUS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share amounts, unaudited)
July 31, January 30, August 1,
1999 1999 1998
----------------- ----------------- ----------------
ASSETS
Current assets:
Cash and cash equivalents $ 19,960 $ 28,600 $ 11,998
Merchandise inventories 72,746 70,680 61,330
Other current assets 5,017 4,553 4,431
----------------- ----------------- ----------------
Total current assets 97,723 103,833 77,759
Property and equipment, net 61,271 59,034 54,023
Other assets 9,652 10,274 11,085
----------------- ----------------- ----------------
Total assets $ 168,646 $ 173,141 $ 142,867
================= ================= ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 15,626 $ 17,568 $ 12,024
Income taxes payable -- 8,180 --
Accrued compensation 6,321 7,421 5,454
Other current liabilities 10,531 9,633 8,685
----------------- ----------------- ----------------
Total current liabilities 32,478 42,802 26,163
Capital lease obligations 14,773 15,110 15,401
Deferred income taxes 173 173 1,969
Other long-term obligations 6,398 5,653 4,953
Shareholders' equity:
Preferred stock, $.01 par value: 5,000,000 shares
authorized; none issued and outstanding -- -- --
Common stock, $.01 par value: 45,000,000 shares
authorized; issued and outstanding 13,593,975
13,291,010 and 13,177,107 shares 136 133 132
Additional paid-in capital 107,668 104,065 101,883
Retained earnings (deficit) 7,020 5,205 (7,634)
----------------- ----------------- ----------------
Total shareholders' equity 114,824 109,403 94,381
----------------- ----------------- ----------------
Total liabilities and shareholders' equity $ 168,646 $ 173,141 $ 142,867
================= ================= ================
See notes to condensed consolidated financial statements.
3
COST PLUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share amounts, unaudited)
Three Months Ended Six Months Ended
---------------------------- ----------------------------
July 31, August 1, July 31, August 1,
1999 1998 1999 1998
------------ ------------ ------------ ------------
Net sales $ 76,556 $ 58,168 $ 151,945 $ 115,007
Cost of sales and occupancy 50,016 38,079 99,541 75,851
----------- ----------- ------------ -----------
Gross profit 26,540 20,089 52,404 39,156
Selling, general and administrative
expenses 23,729 19,066 47,272 37,396
Store preopening expenses 786 598 1,780 678
----------- ----------- ------------ -----------
Income from operations 2,025 425 3,352 1,082
Net interest expense 209 254 376 432
----------- ----------- ------------ -----------
Income before income taxes 1,816 171 2,976 650
Income taxes 708 66 1,161 253
----------- ----------- ------------ -----------
Net income $ 1,108 105 $ 1,815 $ 397
=========== =========== ============ ===========
Net income per share
Basic $ 0.08 0.01 $ 0.13 $ 0.03
Diluted $ 0.08 0.01 $ 0.13 $ 0.03
Weighted average shares outstanding
Basic 13,537 13,143 13,454 13,080
Diluted 14,111 13,593 14,007 13,568
See notes to condensed consolidated financial statements.
4
COST PLUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
Six Months Ended
----------------------------------------------
July 31, August 1,
1999 1998
-------------------- --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,815 $ 397
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization 5,444 4,402
Change in assets and liabilities:
Merchandise inventories (2,066) (4,724)
Other assets (185) (1,407)
Accounts payable (1,465) (1,066)
Income taxes payable (8,180) (6,282)
Other liabilities 476 307
-------------------- --------------------
Net cash used in operating activities (4,161) (8,373)
-------------------- --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (7,815) (5,191)
-------------------- --------------------
Net cash used in investing activities (7,815) (5,191)
-------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on capital lease obligations (270) (247)
Proceeds from the issuance of common stock 3,606 2,125
Cash used for common stock repurchase -- (3,750)
-------------------- --------------------
Net cash provided by (used in) financing
activities 3,336 (1,872)
-------------------- --------------------
Net decrease in cash and cash equivalents (8,640) (15,436)
Cash and cash equivalents:
Beginning of period 28,600 27,434
-------------------- --------------------
End of period $ 19,960 $ 11,998
==================== ====================
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Cash paid for interest $ 380 $ 453
==================== ====================
Cash paid for taxes $ 9,615 $ 7,195
==================== ====================
See notes to condensed consolidated financial statements.
5
COST PLUS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three and Six Months Ended July 31, 1999 and August 1, 1998
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared from the records of the Company without audit and, in the opinion of
management, include all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position at July 31, 1999
and August 1, 1998; the interim results of operations for the three and six
months ended July 31, 1999 and August 1, 1998; and changes in cash flows for the
six months then ended. The balance sheet at January 30, 1999, presented herein,
has been derived from the audited financial statements of the Company for the
fiscal year then ended.
Accounting policies followed by the Company are described in Note 1 to the
audited consolidated financial statements for the fiscal year ended January 30,
1999. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted for purposes of the interim condensed
consolidated financial statements. The condensed consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements, including notes thereto, for the fiscal year ended January 30, 1999.
The results of operations for the three and six month periods herein presented
are not necessarily indicative of the results to be expected for the full year.
2. REVOLVING LINE OF CREDIT AGREEMENT
On October 12, 1998, the Company entered into a new revolving line of credit
agreement with a bank, which was amended on June 15, 1999 and expires June 1,
2000. The amended agreement allows for cash borrowing and letters of credit up
to $20.0 million from January 1 through June 30 and up to $40.0 million from
July 1 through December 31 of each year. Interest is paid monthly at the bank's
reference rate minus 0.5% (7.25% at July 31, 1999) or IBOR plus 1.125%,
depending on the nature of the borrowings. The agreement is secured by the
Company's inventory and receivables. The Company is subject to certain
financial covenants customary with such agreements. At July 31, 1999, the
Company had no outstanding borrowings under the line of credit and $2.6 million
outstanding under letters of credit. Interest expense under borrowing
arrangements was $14,000 and $19,000 for the six months ended July 31, 1999 and
August 1, 1998, respectively.
3. STOCK SPLIT
On February 16, 1999, the Company's Board of Directors authorized a three-for-
two split of its common stock effective March 11, 1999 for shareholders of
record at the close of business on March 1, 1999. All share and per share data
in the accompanying condensed consolidated financial statements and notes has
been restated to reflect the stock split.
4. STOCK OPTION PLANS
In June 1999, the Company amended its 1995 Stock Option Plan to increase the
number of shares available for grant by 400,000 to a total of 2,912,004 shares,
less the aggregate number of shares issued or subject to options outstanding
under the 1994 Stock Option Plan.
6
COST PLUS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
5. RECONCILIATION OF BASIC SHARES TO DILUTED SHARES
The following is a reconciliation of the weighted average number of shares (in
thousands) used in the Company's basic and diluted per share computations.
Three Months Ended Six Months Ended
------------------------------------ ------------------------------------
July 31, August 1, July 31, August 1,
1999 1998 1999 1998
--------------- --------------- --------------- ---------------
Basic shares 13,537 13,143 13,454 13,080
Effect of dilutive stock options 574 450 553 488
--------------- --------------- --------------- ---------------
Diluted shares 14,111 13,593 14,007 13,568
=============== =============== =============== ===============
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
AN ASTERISK "*" DENOTES A FORWARD-LOOKING STATEMENT REFLECTING CURRENT
EXPECTATIONS THAT INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER
FROM THOSE DISCUSSED IN SUCH FORWARD-LOOKING STATEMENTS, AND SHAREHOLDERS OF
COST PLUS, INC. (THE "COMPANY" OR "COST PLUS") SHOULD CAREFULLY REVIEW THE
CAUTIONARY STATEMENTS SET FORTH IN THIS FORM 10-Q, INCLUDING, "FACTORS THAT MAY
AFFECT FUTURE RESULTS" BEGINNING ON PAGE 9 HEREOF. THE COMPANY MAY FROM TIME TO
TIME MAKE ADDITIONAL WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS, INCLUDING
STATEMENTS CONTAINED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION AND IN ITS REPORTS TO SHAREHOLDERS. THE COMPANY DOES NOT UNDERTAKE TO
UPDATE ANY FORWARD-LOOKING STATEMENT THAT MAY BE MADE FROM TIME TO TIME BY OR ON
BEHALF OF THE COMPANY.
Results of Operations
The three months (second quarter) and six months (year-to-date) ended July 31,
1999 as compared to the three months (second quarter) and six months (year-to-
date) ended August 1, 1998.
Net Sales. Net sales increased $18.4 million, or 31.6%, to $76.6 million in the
second quarter of fiscal 1999 from $58.2 million in the second quarter of fiscal
1998. Year-to-date, net sales were $151.9 million compared to $115.0 million
for the same period of fiscal 1998, an increase of $36.9 million, or 32.1%. The
increase in net sales, for the three and six months of fiscal 1999, was
attributable to new stores and an increase in comparable store sales.
Comparable store sales rose 8.6% in the second quarter and 9.4% in the six
months as a result of a larger average transaction size and an increase in
customer count. At July 31, 1999, the Company operated 94 stores compared to 74
stores as of August 1, 1998. New and non-comparable stores contributed
approximately $13.5 million of the second quarter increase and $26.3 million of
the year-to-date increase in net sales.
Gross Profit. As a percentage of net sales, second quarter gross profit was
34.7% in fiscal 1999 compared to 34.5% in fiscal 1998. Year-to-date, gross
profit, as a percentage of net sales, was 34.5% this year compared to 34.0% last
year. The increase in gross profit resulted from an improvement in merchandise
margin percentage, partially offset by higher occupancy costs in new stores.
New stores generally have higher occupancy costs, as a percentage of net sales,
until they reach maturity. The merchandise margin improvement resulted
primarily from a sales mix more heavily weighted towards higher margin goods, an
improvement in initial markon and slightly lower inventory shrinkage.
Selling, General and Administrative ("SG&A") Expenses. As a percentage of net
sales, SG&A expenses decreased to 31.0% in the second quarter of fiscal 1999
from 32.8% in the second quarter of the prior fiscal year. Year-to-date, SG&A
expenses decreased to 31.1% in the current fiscal year from 32.5% last year.
The decrease in the SG&A rates resulted primarily from leveraging store payroll,
corporate overhead expenses and advertising against higher net sales and an
expanding base of stores.
Store Preopening Expenses. Store preopening expenses, which include grand
opening advertising and preopening merchandise setup expenses, were $786,000 in
the second quarter of fiscal 1999 and $598,000 in the second quarter of the
prior year. Expenses vary depending on the particular store site and whether it
is located in a new or existing market. The Company opened four stores in the
second quarter of fiscal 1999 compared to three stores in the prior year's
second quarter. Year-to-date, store preopening expenses were $1.8 million in
fiscal 1999 and $678,000 fiscal 1998, primarily as a result of opening nine
stores in fiscal 1999 compared to four stores in fiscal 1998.
Net Interest Expense. Net interest expense for the second quarter, which
includes interest on capital leases net of interest income, was $209,000 for
fiscal 1999 and $254,000 for fiscal 1998. For the six months, interest expense
was $376,000 in fiscal 1999 compared to $432,000 in fiscal 1998.
Income Taxes. The Company's effective tax rate was 39.0% in fiscal 1999 and
fiscal 1998.
8
Factors That May Affect Future Results
The Company's business is highly seasonal, reflecting the general pattern
associated with the retail industry of peak sales and earnings during the
Christmas season. Due to the importance of the Christmas selling season, the
fourth quarter of each fiscal year has historically contributed, and the Company
expects it will continue to contribute, a significant percentage of the
Company's net sales and most of its net income for the fiscal year. Any factors
negatively affecting the Company during the Christmas selling season in any
year, including unfavorable economic conditions, could have a material adverse
effect on the Company's financial condition and results of operations. The
Company generally experiences lower sales and earnings during the first three
quarters and, as is typical in the retail industry, has incurred and may
continue to incur losses in these quarters. The results of operations for these
interim periods are not necessarily indicative of the results for the full
fiscal year. In addition, the Company makes decisions regarding merchandise well
in advance of the season in which it will be sold, particularly for the
Christmas selling season. Significant deviations from projected demand for
products could have a material adverse effect on the Company's financial
condition and results of operations, either by lost sales due to insufficient
inventory or lost margin due to the need to mark down excess inventory.
The Company's quarterly results of operations may also fluctuate based upon such
factors as the number and timing of store openings and related store preopening
expenses, the amount of net sales contributed by new and existing stores, the
mix of products sold, the timing and level of markdowns, store closings,
refurbishments or relocations, competitive factors and general economic
conditions.
Liquidity and Capital Resources
The Company's primary uses for cash are to fund operating expenses, inventory
requirements and new store expansion. Historically, the Company has financed
its operations primarily from borrowings under the Company's credit facilities
and internally generated funds. The Company believes that its cash and cash
equivalents, internally generated funds and available borrowings under its
revolving line of credit will be sufficient to finance its working capital and
capital expenditures requirements for the next 12 months.*
Net cash used in operating activities in the first half of fiscal 1999 totaled
$4.2 million, a decrease of $4.2 million from the comparable period of the prior
fiscal year. This decrease resulted primarily from improved profitability and
more efficient inventory utilization, partially offset by higher income tax
payments on the prior year's increased taxable income.
Net cash used in investing activities, primarily for new stores, totaled $7.8
million for the first half of fiscal 1999 compared to $5.2 million in the
comparable period of the prior fiscal year. The Company estimates that capital
expenditures will approximate $17.0 million in fiscal 1999.*
Net cash provided by financing activities was $3.3 million in the first half of
fiscal 1999, which was primarily proceeds from the issuance of common stock in
connection with the Company's stock option and stock purchase plans. Net cash
used in financing activities was $1.9 million in fiscal 1998, primarily as a
result of the repurchase of 225,002 shares of common stock for $3.8 million from
the Company's former Chief Executive Officer, which was partially offset by
proceeds from common stock issued under the Company's stock option and stock
purchase plans.
On October 12, 1998, the Company entered into a new revolving line of credit
agreement with a bank, which was amended on June 15, 1999 and expires June 1,
2000. The amended agreement allows for cash borrowing and letters of credit up
to $20.0 million from January 1 through June 30 and up to $40.0 million from
July 1 through December 31 of each year. Interest is paid monthly at the bank's
reference rate minus 0.5% (7.25% at July 31, 1999) or IBOR plus 1.125%,
depending on the nature of the borrowings. The agreement is secured by the
Company's inventory and receivables. The Company is subject to certain
financial covenants customary with such agreements. At July 31, 1999, the
Company had no outstanding borrowings under the line of credit and $2.6 million
outstanding under letters of credit. Interest expense under borrowing
arrangements was $14,000 and $19,000 for the six months ended July 31, 1999 and
August 1, 1998, respectively.
9
Year 2000 Readiness Disclosure
State of readiness
The Year 2000 issue is primarily the result of certain computer systems using a
two-digit format rather than four-digits to indicate the year. Such computer
systems will, unless modified, be unable to interpret dates beyond the year
1999, potentially causing errors and failures which may disrupt operations of
such systems. To address this issue, the Company has developed a comprehensive
plan (the "Plan") intended to ensure that all critical systems, devices and
applications, as well as data exchanged with customers, trade suppliers and
other third parties, have been evaluated and will be suitable for continued use
into and beyond the year 2000. In addition to areas normally associated with
information technology ("IT"), the Plan also includes areas normally considered
outside of IT, but which may utilize embedded microprocessors with potential
Year 2000 problems.
The Company's Year 2000 Project (the "Project") has been divided into four
phases: i)assessment, ii) remediation, iii) testing and certification; and iv)
contingency planning. An assessment of all IT systems has been completed. The
remediation of in-house systems was completed during the first quarter of fiscal
1999. Key hardware and software systems were tested and determined to be
compliant by the end of the second quarter of fiscal 1999. Any remaining work
on minor systems and end-to-end testing is scheduled for completion in the third
quarter of fiscal 1999*. Hardware upgrades which were planned for growth, some
of which also assist in Year 2000 compliance, have been accelerated into fiscal
1999.
The Company continues to update its surveys of key vendors, suppliers and
service providers for their readiness. Assessment of the risks associated with
vendors and third party service providers' failure to remediate their own Year
2000 issues will continue throughout the duration of the Project.
Costs to address Year 2000 issues
In addressing the Year 2000 Project, the Company has relied and continues to
rely primarily on internal resources, with supervised support from consultants
and contractors. Internal costs, which are principally payroll for its
information systems personnel, are not separately tracked. The costs for the
Year 2000 Project have not been and are not expected to be material.* Costs are
consistent with and included in the Company's operating budgets and, based on
information gathered to date, future Project costs are not expected to have a
material adverse effect on the results of operations in any period, on
liquidity, financial position or other information technology project
schedules.*
Risks of the Year 2000 issues
The Company believes that its structured approach toward modifications of
existing software and conversions to new software for certain applications, as
discussed above, should mitigate significant disruption of its operations due to
potential Year 2000 problems.* The Company has also identified areas of
potential third party risk, which include communications systems, utilities and
elements of the merchandise supply chain, including procurement , transportation
and import activities. The disruption of communications systems and utilities
could impact the Company's ability to operate its stores. The inability of
principal suppliers to be Year 2000 compliant could result in delays in product
deliveries from such suppliers and disruption of the Company's distribution
channel. There can be no assurance that other entities will achieve Year 2000
compliance or that the Company can timely compensate for its risks should such
entities fail to do so. If the Company's internal systems are not adequately
remediated, or if necessary modifications and conversions by other companies on
whose systems some of the Company's business processes depend are not completed
on time, the Year 2000 issue could have a material adverse effect on the
Company's operations. The Company's plans for expenditures to achieve Year 2000
compliance and the dates by which Year 2000 compliance will be achieved are
based on management's best estimates. These estimates include certain
assumptions about future events, including the continued availability of certain
resources. However, there can be no assurance that these estimates will be
achieved, and because of the complex interdependencies involved with Year 2000
issues, actual results could differ materially from these estimates. Because of
the range of possible issues and the large number of variables involved, it is
impossible to quantify the potential financial impact of problems if the
Company's remediation efforts or the efforts of those with whom it does business
are not successful.
10
Contingency plans
The Company is developing contingency plans for critical business processes in
the event of compliance failure on the part of the Company or its business
partners which include communications systems, utilities, suppliers and other
service providers. Contingency plans were completed by the end of the second
quarter of fiscal 1999 and will continue to be evaluated and updated throughout
the year as new information becomes available. However, there can be no
assurance that such contingency plans will address all of the Year 2000 issues
which the Company might ultimately encounter.
Impact of New Accounting Standard
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in either assets or liabilities. As amended in June 1999
by SFAS No. 137, this statement is effective for all fiscal quarters of all
fiscal years beginning after June 15, 2000. Since the Company does not engage
in derivative or hedging activities, application of the standard would not have
a material effect on the Company's consolidated financial position, results of
operations or cash flows.
11
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's 1999 Annual Meeting of Shareholders held on June 15, 1999, the
shareholders voted on the following proposals:
Proposal 1. To elect five directors for the ensuing year and until their
successors are elected.
Proposal 2. To approve an amendment to the Company's 1995 Stock Option Plan
to increase the shares reserved for issuance thereunder by 400,000
shares.
Proposal 3. To approve an amendment to the Company's 1996 Director Option Plan
to terminate the automatic option grant mechanism in response to
proposed changes in accounting rules relating to stock options and
to grant the Board of Directors flexibility in establishing the
terms of options granted under the Director Option Plan.
Proposal 4. To ratify and approve the appointment of Deloitte & Touche LLP
as independent auditors of the Company for the fiscal year ending
January 29, 2000.
1999 ANNUAL MEETING ELECTION RESULTS
Proposal 1 - Election of Directors
Name For Withheld
---- --- --------
Murray H. Dashe 11,707,712 404,637
Joseph H. Coulombe 11,707,712 404,637
Danny W. Gurr 11,692,712 419,637
Olivier L. Trouveroy 11,692,562 419,787
Thomas D. Willardson 11,707,412 404,937
Proposal 2, 3 and 4
Broker
Proposal For Against Abstain Non-Votes
-------- --- ------- ------- -----------
Amendment to the 1995 9,216,150 2,885,896 756 9,547
Stock Option Plan
Amendment to the 1996 11,091,518 1,009,372 1,912 9,547
Director Option Plan
Appointment of Deloitte & 12,110,985 1,275 89 0
Touche LLP
12
ITEM 5. OTHER INFORMATION
Paul Coletta joined the Company as Vice President, Merchandising, effective July
19, 1999. Previously, Mr. Coletta was Vice President, Product Development and
Design, with Viacom.
Ron Rouse joined the Company effective July 19, 1999, as Vice President,
Merchandise Planning and Allocation. Most recently, he was Vice President,
Merchandise Planning and Allocation at Natural Wonders.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Amendment Number 1 to Business Loan Agreement, dated March 12,
1999, between the Company and Bank of America National Trust and
Savings Association.
10.2 Amendment Number 2 to the Business Loan Agreement dated June 15,
1999, between the Company and Bank of America National Trust and
Savings Association.
10.3 1996 Director Option Plan, as amended.
10.4 Form of Stock Option Agreement, 1996 Director Option Plan.
10.5 1995 Stock Option Plan, as amended.
10.6 Amendment to Employment Agreement, dated July 22, 1999, between
the Company and Murray H. Dashe.
10.7 Amendment to Employment Agreement, dated July 22, 1999, between
the Company and John F. Hoffner.
10.8 Employment Severance Agreement, as amended, dated July 22, 1999,
between the Company and Kathi P. Lentzsch.
10.9 Employment Severance Agreement, as amended, dated July 22, 1999,
between the Company and Gary D. Weatherford.
10.10 Employment Severance Agreement, as amended, dated July 22, 1999
between the Company and Joan S. Fujii.
27 Financial Data Schedule (submitted for SEC only).
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the period
covered by this report.
13
SIGNATURE
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.
COST PLUS, INC.
---------------------------------------------
Registrant
/s/ John F. Hoffner
---------------------------------------------
Date: September 13, 1999 By: John F. Hoffner
Executive Vice President, Administration
Chief Financial Officer
14