<PAGE>
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 May 2, 1998
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)
<TABLE>
<S> <C>
California 94-1067973
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
201 Clay 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, N/A
if changed since last report.
</TABLE>
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, with $0.01 par value, outstanding on
June 5, 1998 was 8,733,868.
<PAGE>
COST PLUS, INC.
FORM 10-Q
FOR THE QUARTER ENDED MAY 2, 1998
INDEX
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<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
<S> <C> <C>
ITEM 1. Condensed Consolidated Financial Statements
Balance Sheets (unaudited) as of May 2, 1998,
January 31, 1998 and May 3, 1997 3
Statements of Operations (unaudited)
for the three months ended May 2, 1998
and May 3, 1997 4
Statements of Cash Flows (unaudited)
for the three months ended May 2, 1998
and May 3, 1997 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-8
PART II. OTHER INFORMATION
ITEM 5. Other Information 9
ITEM 6. Exhibits and Reports on Form 8-K 9
SIGNATURE PAGE 10
</TABLE>
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COST PLUS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS, UNAUDITED)
<TABLE>
<CAPTION>
MAY 2, JANUARY 31, MAY 3,
1998 1998 1997
--------- ------------ -----------
ASSETS
Current assets:
<S> <C> <C> <C>
Cash and cash equivalents $ 19,106 $ 27,434 $ 5,291
Merchandise inventories 53,949 56,606 40,611
Other current assets 3,212 3,137 2,406
--------- ------------ -----------
Total current assets 76,267 87,177 48,308
Property and equipment, net 52,821 53,539 59,594
Other assets 11,198 11,284 8,542
--------- ------------ -----------
Total assets $ 140,286 $ 152,000 $ 116,444
========= ============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 10,143 $ 13,707 $ 9,373
Income taxes payable -- 6,282 --
Accrued compensation 6,917 7,132 5,847
Other current liabilities 7,805 7,426 7,397
--------- ------------ -----------
Total current liabilities 24,865 34,547 22,617
Capital lease obligations 15,547 15,692 14,097
Deferred income taxes 1,969 1,969 3,548
Other long-term obligations 4,337 4,183 2,756
Shareholders' equity:
Preferred stock, $.01 par value: 5,000,000 shares
authorized; none issued and outstanding -- -- --
Common stock, $.01 par value: 30,000,000 shares
authorized; issued and outstanding 8,730,568, 8,688,488
and 8,111,307 87 87 81
Additional paid-in capital 101,220 103,553 91,276
Deficit (7,739) (8,031) (17,931)
--------- ------------ -----------
Total shareholders' equity 93,568 95,609 73,426
--------- ------------ -----------
Total liabilities and shareholders' equity $ 140,286 $ 152,000 $ 116,444
========= ============ ===========
</TABLE>
See notes to condensed consolidated financial statements.
3
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COST PLUS, INC.
STATEMENTS OF CONDENSED CONSOLIDATED OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS, UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------
MAY 2, MAY 3,
1998 1997
----------- -----------
<S> <C> <C>
NET SALES $ 56,839 $ 48,532
COST OF SALES AND OCCUPANCY 37,772 31,806
----------- -----------
GROSS PROFIT 19,067 16,726
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 18,330 15,786
PREOPENING STORE EXPENSES 80 440
----------- -----------
INCOME FROM OPERATIONS 657 500
NET INTEREST EXPENSE 178 321
----------- -----------
INCOME BEFORE INCOME TAXES 479 179
INCOME TAX PROVISION 187 72
----------- -----------
NET INCOME $ 292 $ 107
=========== ===========
NET INCOME PER SHARE
BASIC $ 0.03 $ 0.01
DILUTED $ 0.03 $ 0.01
WEIGHTED AVERAGE SHARES OUTSTANDING
BASIC 8,679 8,106
DILUTED 9,026 8,419
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
<PAGE>
COST PLUS, INC.
STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS
(IN THOUSANDS, UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------
MAY 2, MAY 3,
1998 1997
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 292 $ 107
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 2,136 1,896
Loss on disposal of property and equipment 12 10
Change in assets and liabilities:
Merchandise inventories 2,657 1,994
Other assets (163) (103)
Accounts payable (2,947) (4,717)
Income taxes payable (6,282) (6,095)
Other liabilities 296 (439)
----------- -----------
Net cash used in operating activities (3,999) (7,347)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (1,873) (1,766)
----------- -----------
Net cash used in investing activities (1,873) (1,766)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on capital lease obligations (123) (104)
Cash used for stock repurchase (3,750) --
Net proceeds from issuance of stock 1,417 110
----------- -----------
Net cash provided by (used in) financing activities (2,456) 6
----------- -----------
Net decrease in cash and cash equivalents (8,328) (9,107)
Cash and cash equivalents:
Beginning of period 27,434 14,398
----------- -----------
End of period $ 19,106 $ 5,291
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid during the year for interest $ 191 $ 329
=========== ===========
Cash paid during the year for taxes $ 6,503 $ 6,238
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
COST PLUS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MAY 2, 1998 AND MAY 3, 1997
(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 May 2, 1998 and
May 3, 1997; the interim results of operations for the three months ended May 2,
1998 and May 3, 1997; and changes in cash flows for the three months then ended.
The balance sheet at January 31, 1998, 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 31,
1998. 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 condensed
consolidated interim 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 31, 1998.
The results of operations for the three month period herein presented are not
necessarily indicative of the results to be expected for the full year.
Impact of New Accounting Standards -- Effective February 1, 1998, Cost Plus,
Inc. adopted Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income." This Statement requires that all items recognized under
accounting standards as components of comprehensive income be reported in an
annual financial statement that is displayed with the same prominence as other
annual financial statements. This Statement also requires that an entity
classify items of other comprehensive income by their nature in an annual
financial statement. For example, other comprehensive income may include
foreign currency translation adjustments, minimum pension liability adjustments,
and unrealized gains and losses on marketable securities classified as
available-for-sale. Comprehensive income does not differ from net income for
Cost Plus, Inc. for the first quarter of fiscal 1998 and fiscal 1997.
2. REVOLVING LINE OF CREDIT AGREEMENT
On May 7, 1996, the Company entered into a revolving line of credit agreement
with Bank of America which was amended on May 15, 1997 and expires June 1, 1999.
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 $35.0 million from July 1
through December 31 of each year. Interest is paid monthly at the bank's
reference rate (8.50% at May 2, 1998) or LIBOR plus 1.75%, 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
including minimum tangible net worth and earnings coverage ratio. At May 2,
1998, the Company had no outstanding borrowings under the line of credit and
$2.3 million outstanding under letters of credit.
3. 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.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------
MAY 2, 1998 MAY 3, 1998
------------ ------------
<S> <C> <C>
Basic shares 8,679 8,106
Effect of diluted stock options 347 313
----- -----
Diluted shares 9,026 8,419
===== =====
</TABLE>
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
THE THREE MONTHS (FIRST QUARTER) ENDED MAY 2, 1998 AS COMPARED TO THE THREE
MONTHS (FIRST QUARTER) ENDED MAY 3, 1997.
NET SALES. Net sales increased $8.3 million, or 17.1%, to $56.8 million in the
first quarter of fiscal 1998 from $48.5 million in the first quarter of fiscal
1997. This increase in net sales was attributable to new stores and an increase
in comparable store sales. At May 2, 1998, the Company operated 71 stores as
compared to 60 stores at May 3, 1997. These additional 11 stores contributed
$5.9 million of the sales increase. Comparable store sales increased 6.1% in
fiscal 1998 primarily as a result of a larger average transaction size.
GROSS PROFIT. As a percentage of net sales, first quarter gross profit was 33.5%
in fiscal 1998 compared to 34.5% in fiscal 1997. The decline in gross profit
resulted from higher occupancy costs in new stores. New stores generally have
higher occupancy costs, as a percentage of net sales, until they reach maturity.
SELLING, GENERAL AND ADMINISTRATIVE ("SG&A") EXPENSES. As a percentage of net
sales, SG&A expenses declined to 32.1% in the first quarter of fiscal 1998
compared to 32.5% in the first quarter of the prior fiscal year. Lower store
and corporate payroll expenses were partially offset by higher advertising
expenses.
PREOPENING STORE EXPENSES. Preopening store expenses, which include grand
opening advertising and preopening merchandising expenses, were lower in the
first quarter of fiscal 1998 as a result of incurring preopening merchandising
expenses for one store compared to incurring both grand opening advertising and
preopening merchandising expenses for two stores in the prior year.
NET INTEREST EXPENSE. Net interest expense for the first quarter, which
includes capital lease interest and interest expense net of interest income, was
$178,000 for fiscal 1998 and $321,000 for fiscal 1997. This decline was due to
higher interest income. Interest income increased due to cash generated from the
sale of the Company's San Francisco property and the leaseback of its store
facility in September 1997 and a secondary offering of common stock in October
1997.
PROVISION FOR INCOME TAXES. The Company's effective tax rate was reduced in the
first quarter of fiscal 1998 to 39% from 40% in fiscal 1997, primarily as a
result of the Company's expansion into states with lower tax rates.
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 disproportionate percentage of the
Company's net sales and most of its net income for the entire 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 preopening store
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.
This Form 10-Q contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. The Company may also
make oral forward-looking statements from time to time. Actual results may
differ materially from those projected in any such forward-looking statements
due to a number of factors including those set forth above.
7
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LIQUIDITY AND CAPITAL RESOURCES
The Company's primary uses for cash, other than to fund operating expenses, are
to support inventory requirements and for store expansion. Historically, the
Company has financed its operations primarily with borrowing under the Company's
credit facilities and internally generated funds. The Company believes that its
cash and cash equivalents, available borrowings under its revolving line of
credit and internally generated funds will be sufficient to finance its working
capital and capital expenditure requirements for the next 12 months.
Net cash used in operating activities in the first quarter ended May 2, 1998,
totaled $4.0 million, a decrease of $3.3 million over the prior year. This
decrease resulted primarily from the timing of payments for merchandise
inventory.
Net cash used in investing activities, primarily for new stores, totaled $1.9
million in the first quarter of 1998 compared to $1.8 million in the prior year.
The Company estimates that capital expenditures will approximate $13.7 million
in the 1998 fiscal year.
Net cash used in financing activities was $2.5 million in the first quarter of
fiscal 1998 primarily as a result of the repurchase of 150,001 shares of common
stock for $3.8 million from the Company's retiring Chief Executive Officer,
which was partially offset by stock issued under the Company's stock option and
stock purchase plans. In the first quarter of fiscal 1997, net cash provided by
financing activities was minimal.
On May 7, 1996, the Company entered into a revolving line of credit agreement
with Bank of America which was amended on May 15, 1997 and expires June 1, 1999.
The amended agreement allows for cash borrowings and letters of credit up to
$20.0 million from January 1 through June 30 and up to $35.0 million from July 1
through December 31 of each year. Interest is paid monthly at the bank's
reference rate (8.50% at May 2, 1998) or LIBOR plus 1.75%, 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
including minimum tangible net worth and earnings coverage ratio. At May 2,
1998, the Company had no outstanding borrowings under the line of credit and
$2.3 million outstanding under letters of credit.
IMPACT OF NEW ACCOUNTING STANDARD
Effective February 1, 1998, Cost Plus, Inc. adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income." This Statement
requires that all items recognized under accounting standards as components of
comprehensive income be reported in an annual financial statement that is
displayed with the same prominence as other annual financial statements. This
Statement also requires that an entity classify items of other comprehensive
income by their nature in an annual financial statement. For example, other
comprehensive income may include foreign currency translation adjustments,
minimum pension liability adjustments, and unrealized gains and losses on
marketable securities classified as available-for-sale. Comprehensive income
does not differ from net income for Cost Plus, Inc. for the first quarter of
fiscal 1998 and fiscal 1997.
8
<PAGE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
Ron Perkuchin joined the Company as Vice President, Distribution effective May
19, 1998. Previously, Mr. Perkuchin was employed with Ross Stores and has over
twenty years of experience in retail distribution and logistics.
Additionally, Judy Soares joined the Company effective May 19, 1998 as Vice
President, Information Systems. Ms. Soares joined the Company from Natural
Wonders with more than twenty years of experience in information systems at
specialty retailers.
On June 15, 1998, John Hoffner joined the Company as Executive Vice President of
Administration, Chief Financial Officer and Secretary. Mr. Hoffner joins the
Company from Sweet Factory, Inc. with nearly twenty-five years of retail
experience.
The Company's press releases dated May 19, 1998 and June 8, 1998 announcing
these changes in management structure are attached as Exhibit 10.1 and Exhibit
10.2, respectively, which are incorporated herein by reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
(a) Exhibits
10.1 Press release of May 19, 1998 announcing changes in
management structure.
10.2 Press release of June 8, 1998 naming John Hoffner
Executive Vice President of Administration, Chief
Financial Officer.
27 Financial Data Schedule (submitted for SEC use only).
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the three
month period ended May 2, 1998.
9
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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<CAPTION>
<S> <C>
COST PLUS, INC.
---------------------------------
Registrant
/s/ Murray Dashe
Date: June 15, 1998 ---------------------------------
By: Murray Dashe
Chairman, Chief Executive Officer
and President
</TABLE>
10
<PAGE>
EXHIBIT 10.1
[COST PLUS LETTERHEAD APPEARS HERE]
FOR IMMEDIATE RELEASE
- ---------------------
COST PLUS, INC. ANNOUNCES CHANGES IN MANAGEMENT STRUCTURE
Oakland, CA - May 19, 1998 - Cost Plus, Inc. (NASDAQ:CPWM) announced today
a number of changes in the management of its support operations, to better
position the Company for future growth.
Ron Perkuchin joins the Company as Vice President Distribution, and Judy
Soares joins the Company as Vice President Information Systems. Mr. Perkuchin
was most recently with Ross Stores, and has over twenty years of experience in
retail distribution and logistics. Ms. Soares joins Cost Plus from Natural
Wonders with more than twenty years of experience in information systems at
specialty retailers.
The creation of the new position of Executive Vice President,
Administration and Chief Financial Officer was also announced. This position
will oversee finance, accounting, information systems, and inventory management.
The Company expects to announce the executive filling this role late in June.
The Company also announced the pending retirement of Dennis Daugherty,
Executive Vice President, Operations in the coming months, and the resignation
of Patricia Saucy, Vice President Finance, and Acting Chief Financial Officer,
who will be leaving to join another company. Chairman and Chief Executive
Officer Murray Dashe said, "The Company appreciates the significant
contributions of both Pat Saucy and Dennis Daugherty during the initial phases
of its growth and development."
Cost Plus, Inc. is a leading specialty retailer of casual home living and
entertaining products. The Company operates 71 stores in 13 states under the
name, "Cost Plus World Market."
Contact: Murray Dashe
(510)893-7300 ext. 3002
<PAGE>
EXHIBIT 10.2
[COST PLUS LETTERHEAD APPEARS HERE]
FOR IMMEDIATE RELEASE
COST PLUS, INC. NAMES JOHN HOFFNER EXECUTIVE VICE PRESIDENT
OF ADMINISTRATION/CHIEF FINANCIAL OFFICER.
Oakland, CA - June 8, 1998 - Cost Plus, Inc. (Nasdaq:CPWM) announced today
that John F. Hoffner will join the Company on June 15, 1998 as Executive Vice
President of Administration, Chief Financial Officer, and Secretary. In
addition to his financial duties, Mr. Hoffner will oversee information systems,
inventory management, and other administrative support areas. He will report to
Murray H. Dashe, Chairman, Chief Executive Officer, and President.
Dashe stated, "We are quite pleased to have John Hoffner join us. His
extensive financial and administrative experience with rapid-growth retailers
fits well with our expansion plans."
"It is a real pleasure to be returning to the San Francisco Bay Area to
join this exceptional retailing company," said Hoffner.
Hoffner has nearly 25 years of retail experience. He joins Cost Plus from
Sweet Factory, Inc. where he served as Executive Vice President and Chief
Financial Officer. That company has grown from 45 to 240 locations in just
seven years and is the leading specialty candy retailer in the United States. He
has also served as Senior Vice President, Finance and Administration for
Wherehouse Entertainment, Inc. and Vice President/Chief Financial Officer for
Pic N Save Stores (MacFrugal's). Earlier in his career, he was Controller and
Director of Financial Services for the Mervyn's Division of Dayton-Hudson, and
was an Assistant Controller with Federated Department Stores. He began his
career with Procter & Gamble.
Mr. Hoffner received his bachelor of science degree in Industrial
Management from Purdue University and his MBA from Xavier University. He
currently serves as a director on the Board of the Krannert Management School of
Purdue University.
Cost Plus, Inc. is a leading specialty retailer of casual home living
and entertaining products. The company operates 72 stores under the name "Cost
Plus World Market" in 13 states.
Contact: Murray Dashe
Chairman, CEO, and President
(510) 893-7300 ext. 3002
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<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF COST PLUS, INC FOR THE THREE MONTHS ENDED MAY 2, 1998.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-30-1999
<PERIOD-START> FEB-01-1998
<PERIOD-END> MAY-02-1998
<CASH> 19,106
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 53,949
<CURRENT-ASSETS> 76,267
<PP&E> 91,746
<DEPRECIATION> 38,925
<TOTAL-ASSETS> 140,286
<CURRENT-LIABILITIES> 24,865
<BONDS> 0
0
0
<COMMON> 87
<OTHER-SE> 93,481
<TOTAL-LIABILITY-AND-EQUITY> 140,286
<SALES> 56,839
<TOTAL-REVENUES> 56,839
<CGS> 37,772
<TOTAL-COSTS> 56,182
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 178
<INCOME-PRETAX> 479
<INCOME-TAX> 187
<INCOME-CONTINUING> 292
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 292
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
</TABLE>
