<PAGE> 1
FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 1, 2000
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 0-21768
D.I.Y. Home Warehouse, Inc.
---------------------------
(Exact name of registrant as specified in its charter)
State of Ohio 38-2560752
(State of Incorporation) (I.R.S. Employer I.D. No.)
5811 Canal Road
Valley View, Ohio 44125
(216) 328-5100
(Address of principal executive offices and telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at April 1, 2000
- -------------------------- ----------------------------
Common Stock, no par value 7,276,059
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D.I.Y. HOME WAREHOUSE, INC.
INDEX PAGE NO.
----- --------
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheet -
April 1, 2000 and January 1, 2000....................... 3
Condensed Statement of Operations -
Three Months Ended April 1, 2000 and April 3, 1999...... 4
Condensed Statement of Stockholders'
Equity - Three Months Ended April 1, 2000............... 5
Condensed Statement of Cash Flows -
Three Months Ended April 1, 2000 and April 3, 1999...... 6
Notes to Condensed Financial Statements................. 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations........ 8 - 11
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K........................ 12 - 21
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<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
D.I.Y. HOME WAREHOUSE, INC.
CONDENSED BALANCE SHEET
April 1, 2000 January 1, 2000
------------- ----------------
<S> <C> <C>
Assets (Unaudited)
Current assets:
Cash and cash equivalents $ 488,831 $ 309,349
Refundable federal income taxes 606,170 606,170
Merchandise inventories 29,383,163 24,084,280
Deferred income taxes 1,607,032 1,636,875
Prepaid expenses and other assets 830,354 936,087
------------ ------------
Total current assets 32,915,550 27,572,761
Property and equipment, at cost 39,183,451 39,178,327
Less accumulated depreciation and amortization 15,807,400 15,142,429
------------ ------------
Property and equipment, net 23,376,051 24,035,898
Other assets 175,091 196,437
------------ ------------
Total assets $ 56,466,692 $ 51,805,096
============ ============
Liabilities and Shareholders' Equity
Current liabilities:
Current maturities of long-term debt $ 188,900 $ 188,900
Accounts payable 7,446,073 4,572,801
Accrued expenses and other 1,725,638 2,763,431
------------ ------------
Total current liabilities 9,360,611 7,525,132
Revolving credit 9,306,180 5,310,031
Long-term debt 53,899 100,055
Deferred income taxes 2,862,798 2,862,798
------------ ------------
Total liabilities 21,583,488 15,798,016
Shareholders' equity:
Preferred stock, authorized 1,000,000 shares,
none issued -- --
Common stock, no par value, 10,000,000
authorized shares, 7,633,859 shares issued as of April
1, 2000 and January 1, 2000 22,955,462 22,955,462
Retained earnings 12,129,183 13,253,059
Treasury stock, 357,800 shares at cost (201,441) (201,441)
------------ ------------
Total shareholders' equity 34,883,204 36,007,080
------------ ------------
Total liabilities and shareholders' equity $ 56,466,692 $ 51,805,096
============ ============
</TABLE>
See accompanying notes to condensed financial statements.
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<TABLE>
<CAPTION>
D.I.Y. HOME WAREHOUSE, INC.
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
For the three months ended
April 1, 2000 April 3, 1999
------------- -------------
<S> <C> <C>
Net sales $ 17,129,388 $ 29,162,507
Cost of sales 12,052,994 20,752,216
------------ ------------
Gross profit 5,076,394 8,410,291
Store operating, general and administrative expenses 6,752,828 9,060,924
Store closing costs -- 259,656
------------ ------------
Operating loss (1,676,434) (910,289)
Other expense, net 177,875 332,080
------------ ------------
Loss before income taxes (1,854,309) (1,242,369)
Income tax benefit (730,433) (509,364)
------------ ------------
Net loss $ (1,123,876) $ (733,005)
============ ============
Loss per common share, basic and diluted $ (0.15) $ (0.10)
============ ============
Weighted average common shares outstanding, basic and
diluted 7,276,059 7,276,059
============ ============
</TABLE>
See accompanying notes to condensed financial statements.
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<TABLE>
<CAPTION>
D.I.Y. HOME WAREHOUSE, INC.
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED APRIL 1, 2000
(Unaudited)
Common Stock Retained Treasury Stockholders'
Shares Amount Earnings Stock Equity
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balances, January 1, 2000 7,276,059 $ 22,955,462 $ 13,253,059 $ (201,441) $ 36,007,080
Net loss (1,123,876) (1,123,876)
------------ ------------ ------------ ------------ ------------
Balances, April 1, 2000 7,276,059 $ 22,955,462 $ 12,129,183 $ (201,441) $ 34,883,204
============ ============ ============ ============ ============
</TABLE>
See accompanying notes to condensed financial statements.
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<TABLE>
<CAPTION>
D.I.Y. HOME WAREHOUSE, INC.
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
For the three months ended
April 1, 2000 April 3, 1999
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,123,876) $ (733,005)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 664,971 884,297
Deferred income tax 29,843 --
Changes in operating assets and liabilities:
Merchandise inventories (5,298,883) (7,779,309)
Prepaid expenses and other assets 127,079 (53,615)
Accounts payable 2,873,272 4,656,722
Accrued expenses and other current liabilities (1,037,793) (1,397,845)
----------- -----------
Net cash used in operating activities (3,765,387) (4,422,755)
----------- -----------
Cash flows from investing activities:
Acquisition of property and equipment (5,124) (153,187)
----------- -----------
Net cash used in investing activities (5,124) (153,187)
----------- -----------
Cash flows from financing activities:
Principal payments under capital lease
obligations (46,156) (45,421)
Proceeds from revolving credit 3,996,149 5,367,409
Principal payments of long-term debt -- (359,464)
----------- -----------
Net cash provided by financing activities 3,949,993 4,962,524
----------- -----------
Net increase in cash and cash equivalents 179,482 386,582
Cash and cash equivalents, beginning of period 309,349 128,149
----------- -----------
Cash and cash equivalents, end of period $ 488,831 $ 514,731
=========== ===========
</TABLE>
See accompanying notes to condensed financial statements.
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D.I.Y. HOME WAREHOUSE, INC.
Notes to Condensed Financial Statements
(Unaudited)
1. Basis of Presentation:
In the opinion of management, the accompanying unaudited condensed
financial statements contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the financial position as of
April 1, 2000 and the results of operations and cash flows for the three months
ended April 1, 2000 and April 3, 1999. The condensed financial statements should
be read in conjunction with the financial statements and notes contained in the
Company's Annual Report filed on Form 10-K. The results of operations for any
interim period should not necessarily be considered indicative of the results of
operations for the full year.
2. Earnings Per Share:
Earnings per share have been computed according to Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 128, "Earnings
Per Share" as follows:
<TABLE>
<CAPTION>
COMPUTATION OF EARNINGS PER COMMON SHARE
(BASIC AND DILUTED)
Three Months Ended
April 1, 2000 April 3, 1999
-------------- -------------
(Unaudited)
<S> <C> <C>
Net loss applicable to common shares $ (1,123,876) $ (733,005)
============ ===========
Weighted average common shares outstanding, basic 7,276,059 7,276,059
Dilutive effect of stock options -- --
------------ -----------
Weighted average common shares outstanding, diluted 7,276,059 7,276,059
============ ===========
Loss per common share:
Basic $ (0.15) $ (0.10)
============ ===========
Diluted $ (0.15) $ (0.10)
============ ===========
</TABLE>
Options to purchase 809,500 shares of common stock at a weighted
average exercise price of $3.078 per share were outstanding at April 1, 2000 but
were not included in the computation of diluted earnings per share for the three
months then ended because the options would have an anti-dilutive effect on the
net loss for the period.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OPERATIONS - Three Months Ended April 1, 2000
Compared to Three Months Ended April 3, 1999
Net sales for the first quarter ended April 1, 2000 decreased
$12,033,000 or 41.3% to $17,129,000 from $29,163,000 during the first quarter
ended April 3, 1999. Continuing store net sales, which excludes the operations
of the closed stores from the fiscal year 1999 results, decreased $7,406,000 or
30.2% between the first quarter ended April 1, 2000 and the same period a year
ago. The decrease in continuing store net sales between the two periods was the
result of additional competition from national warehouse retailers in the
Company's markets.
The Company anticipates that net sales for the remainder of fiscal year
2000 will be below the net sales recorded during the same periods in the prior
year.
Gross profit decreased by $3,334,000 or 39.6% to $5,076,000 during the
first quarter ended April 1, 2000 from $8,410,000 during the same period a year
ago. Continuing store gross profit, which excludes the operations of the closed
stores from the fiscal year 1999 results, decreased $2,209,000 or 30.3% during
the first quarter ended April 1, 2000 from comparable results recorded during
the first quarter ended April 3, 1999. The decrease in continuing store gross
margin was due to reduced continuing store sales volumes, evidenced by the fact
that the continuing store gross profit percentage for the first quarter ended
April 1, 2000 was 29.6% in comparison to the 29.7% continuing store gross profit
percentage recognized during the first quarter ended April 3, 1999.
The Company anticipates that the gross profit percentage for the
remainder of fiscal year 2000 will be comparable with the gross profit
percentage experienced during fiscal year 1999.
Store operating, general and administrative expenses decreased
$2,308,000 or 25.5% to $6,753,000 during the first quarter ended April 1, 2000
from $9,061,000 during the first quarter ended April 3, 1999. Continuing store
operating, general and administrative expenses, which excludes the operations of
the closed stores from the fiscal year 1999 results, decreased $861,000 during
the first quarter ended April 1, 2000 from comparable results recorded during
the same period a year ago. The decrease in continuing stores operating, general
and administrative expenses reflects the Company's continued management of
controllable expenses. This management of controllable expenses included lower
personnel costs resulting from reduced store and corporate staffing levels,
decreased advertising expenditures, a reduction in the utilization of outside
services and an overall reduction in general operating expenses.
The Company anticipates that store operating, general and
administrative expenses for the remainder of fiscal year 2000 will be below the
store operating, general and administrative expenses recorded during fiscal year
1999.
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During the first quarter ended April 3, 1999, the Company incurred
approximately $260,000 in store closing costs related to the two store closure
announced during the fourth quarter of fiscal 1998.
Other expense, net, decreased $154,000 to $178,000 during the first
quarter ended April 1, 2000 from $332,000 for the first quarter ended April 3,
1999. The decrease in other expense, net was due primarily to the reduction in
interest expense associated with the extinguishment of the Company's mortgage
loans during the second quarter of fiscal 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's net use of cash from operating activities decreased
$657,000 to $3,765,000 during the first quarter ended April 1, 2000 from
$4,423,000 during the quarter ended April 3, 1999. The decrease in the Company's
net use of cash from operating activities between the two periods was due
primarily to a smaller seasonal increase in merchandise inventories during the
current quarter, partially offset by the cash flow impact of the change in
accounts payable and the increase in the net loss recorded during the first
quarter ended April 1, 2000. The current quarter's smaller seasonal increase in
merchandise inventories resulted from operating fewer stores at lower sales
volumes during fiscal year 2000.
The $148,000 decrease in the Company's net use of cash in investing
activities was due primarily to the absence, in the current quarter, of $153,000
in expenditures for computer hardware and software recorded during the first
quarter ended April 3, 1999.
The Company's net cash provided by financing activities decreased
$1,013,000 to $3,950,000 during the first quarter ended April 1, 2000 from
$4,963,000 during the first quarter ended April 3, 1999. The decrease in the
Company's net cash provided by financing activities between the two periods
reflects the reduction in net borrowings under the revolving credit facility
required to fund the smaller seasonal increase in merchandise inventories
experienced during the first quarter ended April 1, 2000. The reduced net
borrowings under the revolving credit facility were partially offset by the
absence, in the current quarter, of mortgage loan payments made during the first
quarter ended April 3, 1999.
Total current and long-term debt amounted to $9,549,000 at April 1,
2000 in comparison to $21,124,000 at April 3, 1999. Management believes that
cash on hand, cash from operations and cash available through the Company's
financing agreements will be sufficient to meet short-term and long-term working
capital requirements.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q may contain statements that are
forward-looking, as that term is defined by the Private Securities Litigation
Reform Act of 1995 or by the Securities and Exchange Commission in its rules,
regulations and releases. The Company intends that such
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forward-looking statements be subject to the safe harbors created thereby. All
forward-looking statements are based on current expectations regarding important
risk factors. Accordingly, actual results may differ materially from those
expressed in the forward-looking statements and the making of such statements
should not be regarded as a representation by the Company or any other person
that the results expressed therein will be achieved. Important risk factors
include, but are not limited to, the following: general economic conditions;
consumer spending and debt levels; housing turnover; weather; impact on sales
and margins from both existing and new competition; changes in operating
expenses; changes in product mix; interest rates; changes in and the application
of accounting policies and practices; adverse results in significant litigation
matters; adverse state and federal regulations and legislation; the occurrence
of extraordinary events including events and acts of nature or accidents; and
the risks described from time to time in the Company's Securities and Exchange
Commission filings.
Competition
The home improvement, hardware and garden businesses are all highly
competitive. The Company competes against traditional hardware, plumbing,
electrical and home supply retailers, as well as warehouse-format and discount
retail stores and many of the Company's competitors have substantially greater
resources than the Company. Builders Square and Lowe's Company have had stores
in the Company's markets since fiscal years 1985 and 1994, respectively.
However, Builders Square exited the Northeastern Ohio marketplace during fiscal
year 1999. Lowe's has continued to expand, opening additional locations in
fiscal years 1996, 1997, 1998 and 2000. Beginning in the fourth quarter of
fiscal year 1997 and continuing into fiscal year 2000, Home Depot has opened
operations in several of the Company's markets. Both Home Depot and Lowe's have
announced further expansion plans for the remainder of fiscal year 2000. In
addition, there has been increasing consolidation within the home improvement
industry, which may provide certain entities increased competitive advantages.
Specifically, increased competition including, but not limited to, additional
competitors' store locations, price reductions, and advertising and marketing
campaigns could have a material adverse effect on the Company's business.
Year 2000 Issue
BACKGROUND. Some computers, software, and other equipment include
programming code in which calendar year data is abbreviated to only two digits.
As a result of this design decision, some of these systems could fail to operate
or fail to produce correct results if "00" is interpreted to mean 1900, rather
than 2000. These problems were widely expected to increase in frequency and
severity into and beyond 2000, and are commonly referred to as the "Millennium
Bug" or "Year 2000 Problem."
ASSESSMENT. The Company completed its review of its internal computer
programs and systems prior to January 1, 2000 to ensure that the programs and
systems would be Year 2000 compliant. Upon entering the 2000 calendar year, the
Company did not encounter any significant Year 2000 problems and has been able
to operate its business in the normal course without interruption. Additionally,
the Company does not anticipate encountering any significant Year
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2000 issues with its internal computer programs and systems as it continues to
operate during the 2000 calendar year and beyond. The Company incurred
approximately $400,000 to complete its Year 2000 efforts and does not anticipate
incurring any additional expenditures related to Year 2000 issues.
INTERNAL INFRASTRUCTURE. The Company believes that it identified and
subsequently modified, upgraded or replaced substantially all of the major
computers, software applications, and related equipment used in connection with
its internal operations prior to January 1, 2000 to ensure that there would be
no material disruption to its business. Upon entering the 2000 calendar year,
the Company did not encounter any significant Year 2000 problems with its
internal infrastructure and has been able to operate its business in the normal
course without interruption. Additionally, the Company does not anticipate
encountering any significant Year 2000 issues with its internal infrastructure
as it continues to operate during the 2000 calendar year and beyond. As such,
the Company does not anticipate incurring any additional expenditures related to
Year 2000 issues.
SYSTEMS OTHER THAN INFORMATION TECHNOLOGY SYSTEMS. In addition to
computers and related systems, the operation of office and facilities equipment,
such as fax machines, photocopiers, telephone switches, security systems, and
other common devices may be affected by the Year 2000 Problem. Upon entering the
2000 calendar year, the Company did not experience any significant Year 2000
problems with its office and facilities equipment and has been able to operate
its business in the normal course without interruption. Additionally, the
Company does not anticipate encountering any significant Year 2000 problems with
its office and facilities equipment as it continues to operate during the 2000
calendar year and beyond. The Company did not incur any material costs to
address Year 2000 issues in its office and facilities equipment and doe not
anticipate incurring any additional expenditures related to Year 2000 issues.
SUPPLIERS. The Company communicated with third party suppliers of the
major computers, software, and other equipment used, operated, or maintained by
the Company prior to January 1, 2000 and identified and, where necessary,
resolved issues involving the Year 2000 Problem. Upon entering the 2000 calendar
year, the Company did not experience any significant Year 2000 problems with
these third party suppliers and has been able to operate its business in the
normal course without interruption. Additionally, the Company does not
anticipate encountering any significant Year 2000 issues with these third party
suppliers as it continues to operate during the 2000 calendar year and beyond.
Based on the procedures completed by the Company prior to January 1,
2000 and the absence of any significant Year 2000 problems since entering the
2000 calendar year, the Company does not foresee any significant risks
associated with its Year 2000 compliance at this time. As such, the Company will
continue to operate without developing a comprehensive contingency plan as it is
deemed to be unnecessary.
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits required by Item 601 of Regulation S-K:
3.1 Articles of Incorporation of D.I.Y. Home Warehouse, Inc., as
amended, incorporated herein by reference to Exhibit 3.1 to
the Registrant's Registration Statement No. 33-60012 on Form
S-1 filed May 18, 1993.
3.2 Amended and Restated Code of Regulations of D.I.Y. Home
Warehouse, Inc., incorporated herein by reference to Exhibit
3.2 to the Registrant's Registration Statement No. 33-60012 on
Form S-1 filed May 18, 1993.
10.1 Compensation and Employee Benefit Plans of the Registrant
10.1.1 D.I.Y. Home Warehouse, Inc. 1993 Long Term Incentive
Plan as Amended February 23, 1994 and Approved by
Stockholders May 25, 1994, incorporated herein by
reference to Exhibit 10.18 to the Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
10.1.2 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and Clifford L. Reynolds,
incorporated herein by reference to Exhibit 10.22 to
the Registrant's Registration Statement No. 33-60012
on Form S-1 filed May 18, 1993.
10.1.3 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and R. Scott Eynon, incorporated
herein by reference to Exhibit 10.23 to the
Registrant's Registration Statement No. 33-60012 on
Form S-1 filed May 18, 1993.
10.1.4 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and Dennis C. Hoff, incorporated
herein by reference to Exhibit 10.24 to the
Registrant's Registration Statement No. 33-60012 on
Form S-1 filed May 18, 1993.
10.1.5 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and John M. Erb, incorporated herein
by reference to Exhibit 10.25 to the Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
10.1.6 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and Fred A. Erb, incorporated herein
by reference to Exhibit 10.26 to the
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Registrant's Registration Statement No. 33-60012 on
Form S-1 filed May 18, 1993.
10.1.7 Tax Indemnification Agreement among D.I.Y. Home
Warehouse, Inc. and Fred A. Erb, Clifford L.
Reynolds, R. Scott Eynon, Dennis C. Hoff and John M.
Erb, incorporated herein by reference to Exhibit
10.27 to the Registrant's Registration Statement No.
33-60012 on Form S-1 filed May 18, 1993.
10.1.8 D.I.Y. Home Warehouse, Inc.'s 401K Plan, incorporated
herein by reference to Exhibit 10.28 to the
Registrant's Registration Statement No. 33-60012 on
Form S-1 filed May 18, 1993.
10.1.9 1994 D.I.Y. Home Warehouse, Inc. Employee Bonus Plan
dated May 25, 1994, incorporated herein by reference
to Exhibit 10.48 to the Registrant's Report on Form
10-K for the fiscal year ended December 31, 1994.
10.1.10 Amended and Restated Employment Agreement between
Clifford L. Reynolds and D.I.Y. Home Warehouse, Inc.
dated January 1, 1995, incorporated herein by
reference to Exhibit 10.1 to the Registrant's Report
on Form 10-Q for the quarter ended July 1, 1995.
10.1.10.a Amended and Restated Employment
Agreement between Clifford L. Reynolds
and D.I.Y. Home Warehouse, Inc. dated
November 21, 1996, incorporated herein
by reference to Exhibit 10.51 to the
Registrant's Report on Form 10-K for
the fiscal year ended December 28,
1996.
10.1.10.b Amended and Restated Employment
Agreement between Clifford L. Reynolds
and D.I.Y. Home Warehouse, Inc. dated
May 28, 1998, incorporated herein by
reference to Exhibit 10.4 to the
Registrant's Report on Form 10-Q for
the quarter ended July 4, 1998.
10.1.10.c Amendment No. 3 to Amended and
Restated Employment Agreement between
Clifford L. Reynolds and D.I.Y. Home
Warehouse, Inc. dated March 11, 1999,
incorporated herein by reference to
Exhibit 10.69 to the Registrant's
Report on Form 10-K for the fiscal
year ended January 2, 1999.
10.1.10.d Amendment No. 4 to Amended and
Restated Employment Agreement between
Clifford L. Reynolds and D.I.Y. Home
Warehouse, Inc. dated November 30,
1999, incorporated herein by reference
to Exhibit 10.1.10.d to the
Registrant's Report on Form 10-K for
the fiscal year ended January 1, 2000.
10.1.11 Amended and Restated Employment
Agreement between R. Scott Eynon and
D.I.Y. Home Warehouse, Inc. dated
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January 1, 1995, incorporated herein
by reference to Exhibit 10.2 to the
Registrant's Report on Form 10-Q for
the quarter ended July 1, 1995.
10.1.11.a Amended and Restated Employment
Agreement between R. Scott Eynon and
D.I.Y. Home Warehouse, Inc. dated May
28, 1998, incorporated herein by
reference to Exhibit 10.5 to the
Registrant's Report on Form 10-Q for
the quarter ended July 4, 1998.
10.1.11.b Amendment No. 2 to Amended and
Restated Employment Agreement between
R. Scott Eynon and D.I.Y. Home
Warehouse, Inc. dated March 11, 1999,
incorporated herein by reference to
Exhibit 10.70 to the Registrant's
Report on Form 10-K for the fiscal
year ended January 2, 1999.
10.1.11.c Amendment No. 3 to Amended and
Restated Employment Agreement between
R. Scott Eynon and D.I.Y. Home
Warehouse, Inc. dated November 30,
1999, incorporated herein by reference
to Exhibit 10.1.11.c to the
Registrant's Report on Form 10-K for
the fiscal year ended January 1, 2000.
10.1.12 Amended and Restated Employment
Agreement between Dennis C. Hoff and
D.I.Y. Home Warehouse, Inc. dated
January 1, 1995, incorporated herein
by reference to Exhibit 10.3 to the
Registrant's Report on Form 10-Q for
the quarter ended July 1, 1995.
10.1.12.a Amended and Restated Employment
Agreement between Dennis C. Hoff and
D.I.Y. Home Warehouse, Inc. dated May
28, 1998, incorporated herein by
reference to Exhibit 10.6 to the
Registrant's Report on Form 10-Q for
the quarter ended July 4, 1998.
10.1.13 Form of Non-Qualified Stock Option Agreement under
the D.I.Y. Home Warehouse, Inc. 1993 Long Term
Incentive Plan as Amended, incorporated herein by
reference to Exhibit 10.14 to the Registrant's
Report on Form 10-K for the fiscal year ended
December 30, 1995.
10.1.14 1995 D.I.Y. Home Warehouse, Inc. Employee Bonus Plan
dated May 24, 1995, incorporated herein by reference
to Exhibit 10.44 to the Registrant's Report on Form
10-K for the fiscal year ended December 30, 1995.
10.1.15 D.I.Y. Home Warehouse, Inc. 1996 Retainer Stock Plan
for Non-Employee Directors, incorporated herein by
reference to Exhibit 10.49 to the Registrant's
Report on Form 10-K for the fiscal year ended
December 30, 1995.
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10.1.16 Employment Agreement between Eric I. Glassman and
D.I.Y. Home Warehouse, Inc. dated July 1, 1998,
incorporated herein by reference to Exhibit 10.7 to
the Registrant's Report on Form 10-Q for the quarter
ended July 4, 1998.
10.1.17 Transaction Bonus Agreement between Clifford L.
Reynolds and D.I.Y. Home Warehouse, Inc. dated July
1, 1998, incorporated herein by reference to Exhibit
10.8 to the Registrant's Report on Form 10-Q for the
quarter ended July 4, 1998.
10.1.18 Transaction Bonus Agreement between R. Scott Eynon
and D.I.Y. Home Warehouse, Inc. dated July 1, 1998,
incorporated herein by reference to Exhibit 10.9 to
the Registrant's Report on Form 10-Q for the quarter
ended July 4, 1998.
10.1.19 Transaction Bonus Agreement between Dennis C. Hoff
and D.I.Y. Home Warehouse, Inc. dated July 1, 1998,
incorporated herein by reference to Exhibit 10.10 to
the Registrant's Report on Form 10-Q for the quarter
ended July 4, 1998.
10.1.20 Transaction Bonus Agreement between Eric I. Glassman
and D.I.Y. Home Warehouse, Inc. dated July 1, 1998,
incorporated herein by reference to Exhibit 10.11 to
the Registrant's Report on Form 10-Q for the quarter
ended July 4, 1998.
10.1.21 Amendment No. 1 to Amended and Restated Employment
Agreement between Eric I. Glassman and D.I.Y. Home
Warehouse, Inc. dated March 11, 1999, incorporated
herein by reference to Exhibit 10.71 to the
Registrant's Report on Form 10-K for the fiscal year
ended January 2, 1999.
10.1.22 DIY Home Warehouse, Inc. 1993 Long Term Incentive
Plan as Amended March 17, 1999 and Approved by the
Board of Directors March 17, 1999, incorporated
herein by reference to Exhibit 10.13 to the
Registrant's Report on Form 10-Q for the quarter
ended July 3, 1999.
10.2 Material Leases of the Registrant
10.2.1 Sublease between D.I.Y. Ohio Real Estate Associates
Limited Partnership and D.I.Y. Home Warehouse, Inc.,
dated August 1, 1992, incorporated herein by
reference to Exhibit 10.1 to the Registrant's
Registration Statement No. 33-60012 on Form S-1
filed May 18, 1993.
10.2.2 Indenture of Lease between Smith - D.I.Y. Center
Limited Partnership and D.I.Y. Home Warehouse, Inc.,
dated December 27, 1985,
15
<PAGE> 16
incorporated herein by reference to Exhibit 10.2 to
the Registrant's Registration Statement No. 33-60012
on Form S-1 filed May 18, 1993.
10.2.3 Amendment to Lease between D.I.Y. Center Associates
(successor in interest to Smith - D.I.Y. Center
Limited Partnership) and D.I.Y. Home Warehouse,
Inc., dated July 2, 1991, incorporated herein by
reference to Exhibit 10.3 to the Registrant's
Registration Statement No. 33-60012 on Form S-1
filed May 18, 1993.
10.2.3.a Amendment to Lease between D.I.Y.
Center Associates, L.P. and D.I.Y.
Home Warehouse, Inc. dated March 21,
1995, incorporated herein by reference
to Exhibit 10.51 to the Registrant's
Report on Form 10-K for the fiscal
year ended December 31, 1994.
10.2.4 Lease between Fred A. Erb and D.I.Y. Home Warehouse,
Inc., dated March 1, 1993, incorporated herein by
reference to Exhibit 10.4 to the Registrant's
Registration Statement No. 33-60012 on Form S-1
filed May 18, 1993.
10.2.5 Lease Agreement between West Park Limited, Inc. and
D.I.Y. Home Warehouse, Inc. dated August 2, 1991,
incorporated herein by reference to Exhibit 10.5 to
the Registrant's Registration Statement No. 33-60012
on Form S-1 filed May 18, 1993.
10.2.5.a Addendum #1 to Lease Agreement between
West Park Limited, Inc. and D.I.Y.
Home Warehouse, Inc., dated September
2, 1991, incorporated herein by
reference to Exhibit 10.6 to the
Registrant's Registration Statement
No. 33-60012 on Form S-1 filed May 18,
1993.
10.2.5.b Addendum #2 to Lease Agreement between
West Park Limited, Inc. and D.I.Y.
Home Warehouse, Inc., dated September
16, 1991, incorporated herein by
reference to Exhibit 10.7 to the
Registrant's Registration Statement
No. 33-60012 on Form S-1 filed May 18,
1993.
10.2.6 Sublease between The Wholesale Club, Inc. and D.I.Y.
Home Warehouse, Inc., dated May 14, 1992,
incorporated herein by reference to Exhibit 10.8 to
the Registrant's Registration Statement No. 33-60012
on Form S-1 filed May 18, 1993.
10.2.7 Sublease between The Wholesale Club, Inc. and D.I.Y.
Home Warehouse, Inc., dated November 25, 1992,
incorporated herein by reference to Exhibit 10.9 to
the Registrant's Registration Statement No. 33-60012
on Form S-1 filed May 18, 1993.
10.2.8 Lease between Myron S. Viny, dba Central Valley
Properties, and D.I.Y. Home Warehouse, Inc., dated
February 26, 1993, but effective beginning May 1,
1993, incorporated herein by reference to Exhibit
10.12 to the Registrant's Registration Statement No.
33-60012 on Form S-1 filed May 18, 1993.
16
<PAGE> 17
10.2.8.a Modification and Supplement to lease
between the Estate of Myron S. Viny
(formerly DBA Central Valley
Properties) and D.I.Y. Home
Warehouse, Inc. dated November 27,
1995, incorporated herein by
reference to Exhibit 10.12 to the
Registrant's Report on Form 10-K for
the fiscal year ended December 30,
1995.
10.2.8.b Modification and Supplement of lease
between the Estate of Myron S. Viny
(formerly DBA Central Valley
Properties) and D.I.Y. Home
Warehouse, Inc. dated March 30, 2000,
filed herewith.
10.2.9 Agreement of Lease (Boardman Facility) between DIY
Ohio Real Estate Associates Limited Partnership and
D.I.Y. Home Warehouse, Inc. dated as of October 1,
1993, incorporated herein by reference to Exhibit
10.38 to the Registrant's Report on Form 10-K for
the fiscal year ended January 1, 1994.
10.2.9.a Second Amendment to Agreement Lease
(Boardman facility) between D.I.Y.
Home Warehouse, Inc. and D.I.Y. Ohio
Real Estate Associated Limited
Partnership (the Landlord) and
assignment of the lease to V&V 224,
Limited by the Landlord dated October
22, 1998, incorporated herein by
reference to Exhibit 10.9 to the
Registrant's Report on Form 10-Q for
the quarter ended October 3, 1998.
10.2.10 Lease between Elmhurst Properties, Inc. and D.I.Y.
Home Warehouse, Inc., dated May 26, 1993,
incorporated herein by reference to Exhibit 10.39 to
the Registrant's Report on Form 10-K for the fiscal
year ended January 1, 1994.
10.2.11 Assignment and Assumption of Lease and Sublease
between Kmart Corporation and D.I.Y. Home Warehouse,
Inc. dated December 22, 1994, incorporated herein by
reference to Exhibit 10.49 to the Registrant's
Report on Form 10-K for the fiscal year ended
December 31, 1994.
10.2.12 Shopping Center Lease between KCHGC, Inc. and D.I.Y.
Home Warehouse, Inc. dated January 12, 1995,
incorporated herein by reference to Exhibit 10.50 to
the Registrant's Report on Form 10-K for the fiscal
year ended December 31, 1994.
10.3 Credit Agreements of the Registrant
10.3.1 $1,250,000 Promissory Note from D.I.Y. Home
Warehouse, Inc. to Edgemere, Inc. f/k/a Erb Lumber
Co., dated July 1, 1991, incorporated herein by
reference to Exhibit 10.29 to the Registrant's
Registration Statement No. 33-60012 on Form S-1
filed May 18, 1993.
10.3.2 Security Agreement between D.I.Y. Home Warehouse and
Erb Lumber Co., dated November 14, 1985,
incorporated herein by reference to Exhibit 10.30 to
the Registrant's Registration Statement No. 33-60012
on Form S-1 filed May 18, 1993.
17
<PAGE> 18
10.3.3 Revolving Credit Agreement and Security Agreement
dated December 7, 1994 between D.I.Y. Home
Warehouse, Inc. and National City Bank, Columbus,
and Old Kent Bank and Trust Company, incorporated
herein by reference to Exhibit 10.40 to the
Registrant's Report on Form 10-K for the fiscal
year ended December 31, 1994.
10.3.4 Loan and Co-lender Agreement and Open-End Mortgage,
Assignment of Rents and Security Agreement dated
December 23, 1994 between D.I.Y. Home Warehouse,
Inc. and National City Bank, Columbus, and Old Kent
Bank and Trust Company, incorporated herein by
reference to Exhibit 10.41 to the Registrant's
Report on Form 10-K for the fiscal year ended
December 31, 1994.
10.3.4.a First Amendment to Loan and Co-Lender
Agreement dated December 22, 1995
between D.I.Y. Home Warehouse,
National City Bank, Columbus, and Old
Kent Bank, incorporated herein by
reference to Exhibit 10.41 to the
Registrant's Report on Form 10-K for
the fiscal year ended December 30,
1995
10.3.4.b Second Amendment to Loan and
Co-Lender Agreement dated December
23, 1996 between D.I.Y. Home
Warehouse, Inc., National City Bank
of Columbus and Old Kent Bank,
incorporated herein by reference to
Exhibit 10.52 to the Registrant's
Report on Form 10-K for the fiscal
year ended December 28, 1996.
10.3.4.c Third Amendment to Loan and Co-Lender
Agreement dated October 24, 1997
between D.I.Y. Home Warehouse, Inc.,
National City Bank of Columbus and
Old Kent Bank, incorporated herein by
reference to Exhibit 10.2 to the
Registrant's Report on Form 10-Q for
the quarter ended September 27, 1997.
10.3.4.d Fourth Amendment to Loan and
Co-Lender Agreement dated April 4,
1998 between D.I.Y. Home Warehouse,
Inc., National City Bank of Columbus
and Old Kent Bank, incorporated
herein by reference to Exhibit 10.2
to the Registrant's Report on Form
10-Q for the quarter ended July 4,
1998.
10.3.4.e Fifth Amendment to Loan and Co-Lender
Agreement dated October 28, 1998
between D.I.Y. Home Warehouse, Inc.,
National City Bank of Columbus and
Old Kent Bank, incorporated herein by
reference to Exhibit 10.4 to the
Registrant's Report on Form 10-Q for
the quarter ended October 3, 1998.
10.3.5 Line of Credit Agreement for Real Estate Loans,
Open-end Mortgage, Assignment of Rents and Security
Agreement, and Mortgage Notes between D.I.Y. Home
Warehouse, Inc. and National City Bank, Columbus
and Old Kent Bank dated April 28, 1995,
incorporated herein by reference to Exhibit 10.1 to
the Registrant's Report on Form 10-Q for the
quarter ended April 1, 1995.
18
<PAGE> 19
10.3.5.a First Amendment to Line of Credit
Agreement; Open-end Mortgage,
Assignment of Rents and Security
Agreement (Leasehold) for Trumbull
County; Open-end Mortgage, Assignment
of Rents and Security Agreement for
Summit County; Mortgage Note to
National City Bank, Columbus dated
September 15, 1995; Mortgage Note to
Old Kent Bank dated September 15,
1995, incorporated herein by
reference to Exhibit 10.1 to the
Registrant's Report on Form 10-Q for
the quarter ended September 30, 1995.
10.3.5.b Second Amendment to Line of Credit
Agreement dated December 22, 1995
between D.I.Y. Home Warehouse,
National City Bank, Columbus, and Old
Kent Bank, incorporated herein by
reference to Exhibit 10.39 to the
Registrant's Report on Form 10-K for
the fiscal year ended December 30,
1995.
10.3.5.c Third Amendment to Line of Credit
Agreement Dated December 23, 1996
between D.I.Y. Home Warehouse, Inc.,
National City Bank of Columbus and
Old Kent Bank, incorporated herein by
reference to Exhibit 10.53 to the
Registrant's Report on Form 10-K for
the fiscal year ended December 28,
1996.
10.3.5.d Fourth Amendment to Line of Credit
Agreement dated October 24, 1997
between D.I.Y. Home Warehouse, Inc.,
National City Bank of Columbus and
Old Kent Bank, incorporated herein by
reference to Exhibit 10.3 to the
Registrant's Report on Form 10-Q for
the quarter ended September 27, 1997.
10.3.5.e Fifth Amendment to Line of Credit
Agreement dated April 4, 1998 between
D.I.Y. Home Warehouse, Inc., National
City Bank of Columbus and Old Kent
Bank, incorporated herein by
reference to Exhibit 10.1 to the
Registrant's Report on Form 10-Q for
the quarter ended July 4, 1998.
10.3.5.f Sixth Amendment to Line of Credit
Agreement dated October 28, 1998
between D.I.Y. Home Warehouse, Inc.,
National City Bank of Columbus and
Old Kent Bank, incorporated herein by
reference to Exhibit 10.5 to the
Registrant's Report on Form 10-Q for
the quarter ended October 3, 1998.
10.3.6 First Amendment to Security Agreement dated
December 22, 1995 between D.I.Y. Home Warehouse,
National City Bank, Columbus, and Old Kent Bank,
incorporated herein by reference to Exhibit 10.38
to the Registrant's Report on Form 10-K for the
fiscal year ended December 30, 1995.
10.3.7 First Amendment to Subordination Agreement dated
December 22, 1995 between D.I.Y. Home Warehouse,
National City Bank, Columbus, and Old Kent Bank,
and Edgemere Enterprises, Inc., incorporated herein
by reference to Exhibit 10.39 to the Registrant's
Report on Form 10-K for the fiscal year ended
December 30, 1995.
19
<PAGE> 20
10.3.8 Partial Release of Mortgage to Open-End Mortgage
Assignment of Rents and Security Agreement for
Richland County, Stark County, Summit County,
Trumball County and Medina County by Old Kent Bank
dated October 28, 1998, incorporated herein by
reference to Exhibit 10.6 to the Registrant's
Report on Form 10-Q for the quarter ended October
3, 1998.
10.3.9 Modification to Revolving Credit Agreement, Line of
Credit Agreement, and Loan and Co-lender Agreement
between D.I.Y. Home Warehouse, Inc., National City
Bank, Columbus, and Old Kent Bank dated February
20, 1996, incorporated herein by reference to
Exhibit 10.42 to the Registrant's Report on Form
10-K for the fiscal year ended December 30, 1995.
10.3.10 General Business Lease Agreement with IBM Credit
Corporation dated May 30, 1996, incorporated herein
by reference to Exhibit 10.1 to the Registrant's
Report on Form 10-Q for the quarter ended June 29,
1996.
10.3.11 Amendment No. 1 to Open-End Mortgage, Assignment
of Rents and Security Agreement for Richland
County, Stark County, Summit County, Trumball
County and Medina County between D.I.Y. Home
Warehouse, Inc., National City Bank and Old Kent
Bank dated October 28, 1998, incorporated herein
by reference to Exhibit 10.7 to the Registrant's
Report on Form 10-Q for the quarter ended October
3, 1998.
10.3.12 First Amendment to Mortgage Note between D.I.Y.
Home Warehouse, Inc. and National City Bank dated
October 28, 1998, incorporated herein by
reference to Exhibit 10.8 to the Registrant's
Report on Form 10-Q for the quarter ended October
3, 1998.
10.3.13 Second Amendment to Security Agreement dated
October 28, 1998 between D.I.Y. Home Warehouse,
Inc., National City Bank and Old Kent Bank,
incorporated herein by reference to Exhibit 10.9 to
the Registrant's Report on Form 10-Q for the
quarter ended October 3, 1998.
10.3.14 Second Amendment to Subordination Agreement dated
October 28, 1998 between D.I.Y. Home Warehouse,
Inc., National City Bank and Old Kent Bank,
incorporated herein by reference to Exhibit 10.3 to
the Registrant's Report on Form 10-Q for the
quarter ended October 3, 1998.
10.3.15 Credit and Security Agreement dated October 27,
1998 among D.I.Y. Home Warehouse, Inc. and the
Lenders which are signatures hereto and National
City Commercial Finance, Inc, as agent and National
City Bank as Letter of Credit Bank, incorporated
herein by reference to Exhibit 10.1 to the
Registrant's Report on Form 10-Q for the quarter
ended October 3, 1998.
10.4 Real Estate Purchase Agreement (Mansfield) between DIY Ohio
Real Estate Associates Limited Partnership and D.I.Y. Home
Warehouse, Inc. dated as of
20
<PAGE> 21
March 1, 1994, incorporated herein by reference to Exhibit
10.40 to the Registrant's Report on Form 10-K for the fiscal
year ended January 1, 1994.
10.5 Real Estate Purchase Agreement (Mansfield and Canton) between
D.I.Y. Home Warehouse, Inc. and Gabriel Brothers, Inc. dated
March 3, 1999, incorporated herein by reference to Exhibit
10.5 to the Registrant's Report on Form 10-K for the fiscal
year ended January 1, 2000.
10.6 Sale of Merchandise Agreement (Mansfield and West Market)
between D.I.Y Home Warehouse, Inc. and Schottenstein
Bernstein Capital Group, LLC, dated June 3 1999, incorporated
herein by reference to Exhibit 10.6 to the Registrant's
Report on Form 10-K for the fiscal year ended January 1,
2000.
10.7 Sale of Merchandise Agreement (Boardman) between D.I.Y Home
Warehouse, Inc. and Schottenstein Bernstein Capital Group,
LLC, dated June 11, 1999, incorporated herein by reference to
Exhibit 10.7 to the Registrant's Report on Form 10-K for the
fiscal year ended January 1, 2000.
27.1 Financial Data Schedule for the first quarter ended April 1,
2000, filed herewith.
(b) Reports on Form 8-K:
During the first quarter of fiscal year 2000 to which this Quarterly
Report on Form 10-Q relates, the Registrant filed the following Current
Report on Form 8-K: Current Report bearing a cover date of April 12,
2000, attaching Registrant's press release of April 17, 2000,
announcing the resignation of the Company's outside directors.
21
<PAGE> 22
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.
D.I.Y. HOME WAREHOUSE, INC.
(Registrant)
DATED: May 12, 2000 By: /s/ Todd Ayers
--------------------------
Todd Ayers
Controller
22
<PAGE> 23
D.I.Y. Home Warehouse, Inc.
Exhibits to Form 10-Q for the First Quarter Ended April 1, 2000
Index to Exhibits
Where
Filed
-----
* 3.1 Articles of Incorporation of D.I.Y. Home Warehouse, Inc., as
amended, incorporated herein by reference to Exhibit 3.1 to
the Registrant's Registration Statement No. 33-60012 on Form
S-1 filed May 18, 1993.
* 3.2 Amended and Restated Code of Regulations of D.I.Y. Home
Warehouse, Inc., incorporated herein by reference to Exhibit
3.2 to the Registrant's Registration Statement No. 33-60012 on
Form S-1 filed May 18, 1993.
10.1 Compensation and Employee Benefit Plans of the Registrant
* 10.1.1 D.I.Y. Home Warehouse, Inc. 1993 Long Term
Incentive Plan as Amended February 23, 1994 and
Approved by Stockholders May 25, 1994,
incorporated herein by reference to Exhibit 10.18
to the Registrant's Registration Statement No.
33-60012 on Form S-1 filed May 18, 1993.
* 10.1.2 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and Clifford L. Reynolds,
incorporated herein by reference to Exhibit 10.22
to the Registrant's Registration Statement No.
33-60012 on Form S-1 filed May 18, 1993.
* 10.1.3 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and R. Scott Eynon, incorporated
herein by reference to Exhibit 10.23 to the
Registrant's Registration Statement No. 33-60012
on Form S-1 filed May 18, 1993.
* 10.1.4 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and Dennis C. Hoff, incorporated
herein by reference to Exhibit 10.24 to the
Registrant's Registration Statement No. 33-60012
on Form S-1 filed May 18, 1993.
* 10.1.5 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and John M. Erb, incorporated
herein by reference to Exhibit 10.25 to the
Registrant's Registration Statement No. 33-60012
on Form S-1 filed May 18, 1993.
<PAGE> 24
* 10.1.6 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and Fred A. Erb, incorporated
herein by reference to Exhibit 10.26 to the
Registrant's Registration Statement No. 33-60012
on Form S-1 filed May 18, 1993.
* 10.1.7 Tax Indemnification Agreement among D.I.Y. Home
Warehouse, Inc. and Fred A. Erb, Clifford L.
Reynolds, R. Scott Eynon, Dennis C. Hoff and John
M. Erb, incorporated herein by reference to
Exhibit 10.27 to the Registrant's Registration
Statement No. 33-60012 on Form S-1 filed May 18,
1993.
* 10.1.8 D.I.Y. Home Warehouse, Inc.'s 401K Plan,
incorporated herein by reference to Exhibit 10.28
to the Registrant's Registration Statement No.
33-60012 on Form S-1 filed May 18, 1993.
* 10.1.9 1994 D.I.Y. Home Warehouse, Inc. Employee Bonus
Plan dated May 25, 1994, incorporated herein by
reference to Exhibit 10.48 to the Registrant's
Report on Form 10-K for the fiscal year ended
December 31, 1994.
* 10.1.10 Amended and Restated Employment Agreement between
Clifford L. Reynolds and D.I.Y. Home Warehouse,
Inc. dated January 1, 1995, incorporated herein by
reference to Exhibit 10.1 to the Registrant's
Report on Form 10-Q for the quarter ended July 1,
1995.
* 10.1.10.a Amended and Restated Employment
Agreement between Clifford L.
Reynolds and D.I.Y. Home Warehouse,
Inc. dated November 21, 1996,
incorporated herein by reference to
Exhibit 10.51 to the Registrant's
Report on Form 10-K for the fiscal
year ended December 28, 1996.
* 10.1.10.b Amended and Restated Employment
Agreement between Clifford L.
Reynolds and D.I.Y. Home Warehouse,
Inc. dated May 28, 1998,
incorporated herein by reference to
Exhibit 10.4 to the Registrant's
Report on Form 10-Q for the quarter
ended July 4, 1998.
* 10.1.10.c Amendment No. 3 to Amended and
Restated Employment Agreement
between Clifford L. Reynolds and
D.I.Y. Home Warehouse, Inc. dated
March 11, 1999, incorporated herein
by reference to Exhibit 10.69 to the
Registrant's Report on Form 10-K for
the fiscal year ended January 2,
1999.
* 10.1.10.d Amendment No. 4 to Amended and
Restated Employment Agreement
between Clifford L. Reynolds and
D.I.Y. Home Warehouse, Inc. dated
November 30, 1999, incorporated
herein by reference to Exhibit
10.1.10.d to the Registrant's Report
on Form 10-K for the fiscal year
ended January 1, 2000.
<PAGE> 25
* 10.1.11 Amended and Restated Employment Agreement between
R. Scott Eynon and D.I.Y. Home Warehouse, Inc.
dated January 1, 1995, incorporated herein by
reference to Exhibit 10.2 to the Registrant's
Report on Form 10-Q for the quarter ended July 1,
1995.
* 10.1.11.a Amended and Restated Employment
Agreement between R. Scott Eynon and
D.I.Y. Home Warehouse, Inc. dated May
28, 1998, incorporated herein by
reference to Exhibit 10.5 to the
Registrant's Report on Form 10-Q for
the quarter ended July 4, 1998.
* 10.1.11.b Amendment No. 2 to Amended and
Restated Employment Agreement between
R. Scott Eynon and D.I.Y. Home
Warehouse, Inc. dated March 11, 1999,
incorporated herein by reference to
Exhibit 10.70 to the Registrant's
Report on Form 10-K for the fiscal
year ended January 2, 1999.
* 10.1.11.c Amendment No. 3 to Amended and
Restated Employment Agreement between
R. Scott Eynon and D.I.Y. Home
Warehouse, Inc. dated November 30,
1999, incorporated herein by reference
to Exhibit 10.1.11.c to the
Registrant's Report on Form 10-k for
the fiscal year ended January 1, 2000.
* 10.1.12 Amended and Restated Employment Agreement between
Dennis C. Hoff and D.I.Y. Home Warehouse, Inc.
dated January 1, 1995, incorporated herein by
reference to Exhibit 10.3 to the Registrant's
Report on Form 10-Q for the quarter ended July 1,
1995.
* 10.1.12.a Amended and Restated Employment
Agreement between Dennis C. Hoff and
D.I.Y. Home Warehouse, Inc. dated May
28, 1998, incorporated herein by
reference to Exhibit 10.6 to the
Registrant's Report on Form 10-Q for
the quarter ended July 4, 1998.
* 10.1.13 Form of Non-Qualified Stock Option Agreement under
the D.I.Y. Home Warehouse, Inc. 1993 Long Term
Incentive Plan as Amended, incorporated herein by
reference to Exhibit 10.14 to the Registrant's
Report on Form 10-K for the fiscal year ended
December 30, 1995.
* 10.1.14 1995 D.I.Y. Home Warehouse, Inc. Employee Bonus
Plan dated May 24, 1995, incorporated herein by
reference to Exhibit 10.44 to the Registrant's
Report on Form 10-K for the fiscal year ended
December 30, 1995.
* 10.1.15 D.I.Y. Home Warehouse, Inc. 1996 Retainer Stock
Plan for Non-Employee Directors, incorporated
herein by reference to Exhibit 10.49 to the
Registrant's Report on Form 10-K for the fiscal
year ended December 30, 1995.
<PAGE> 26
* 10.1.16 Employment Agreement between Eric I. Glassman and
D.I.Y. Home Warehouse, Inc. dated July 1, 1998,
incorporated herein by reference to Exhibit 10.7 to
the Registrant's Report on Form 10-Q for the
quarter ended July 4, 1998.
* 10.1.17 Transaction Bonus Agreement between Clifford L.
Reynolds and D.I.Y. Home Warehouse, Inc. dated July
1, 1998, incorporated herein by reference to
Exhibit 10.8 to the Registrant's Report on Form
10-Q for the quarter ended July 4, 1998.
* 10.1.18 Transaction Bonus Agreement between R. Scott
Eynon and D.I.Y. Home Warehouse, Inc. dated July
1, 1998, incorporated herein by reference to
Exhibit 10.9 to the Registrant's Report on Form
10-Q for the quarter ended July 4, 1998.
* 10.1.19 Transaction Bonus Agreement between Dennis C.
Hoff and D.I.Y. Home Warehouse, Inc. dated July
1, 1998, incorporated herein by reference to
Exhibit 10.10 to the Registrant's Report on Form
10-Q for the quarter ended July 4, 1998.
* 10.1.20 Transaction Bonus Agreement between Eric I.
Glassman and D.I.Y. Home Warehouse, Inc. dated
July 1, 1998, incorporated herein by reference to
Exhibit 10.11 to the Registrant's Report on Form
10-Q for the quarter ended July 4, 1998.
* 10.1.21 Amendment No. 1 to Amended and Restated
Employment Agreement between Eric I. Glassman and
D.I.Y. Home Warehouse, Inc. dated March 11, 1999,
incorporated herein by reference to Exhibit 10.71
to the Registrant's Report on Form 10-K for the
fiscal year ended January 2, 1999.
* 10.1.22 DIY Home Warehouse, Inc. 1993 Long Term
Incentive Plan as Amended March 17, 1999 and
Approved by the Board of Directors March 17, 1999,
incorporated herein by reference to Exhibit 10.13
to the Registrant's Report on Form 10-Q for the
quarter ended July 3, 1999.
10.2 Material Leases of the Registrant
* 10.2.1 Sublease between D.I.Y. Ohio Real Estate
Associates Limited Partnership and D.I.Y. Home
Warehouse, Inc., dated August 1, 1992,
incorporated herein by reference to Exhibit 10.1
to the Registrant's Registration Statement No.
33-60012 on Form S-1 filed May 18, 1993.
* 10.2.2 Indenture of Lease between Smith - D.I.Y. Center
Limited Partnership and D.I.Y. Home Warehouse,
Inc., dated December 27, 1985,
<PAGE> 27
incorporated herein by reference to Exhibit 10.2
to the Registrant's Registration Statement No.
33-60012 on Form S-1 filed May 18, 1993.
* 10.2.3 Amendment to Lease between D.I.Y. Center
Associates (successor in interest to Smith -
D.I.Y. Center Limited Partnership) and D.I.Y.
Home Warehouse, Inc., dated July 2, 1991,
incorporated herein by reference to Exhibit 10.3
to the Registrant's Registration Statement No.
33-60012 on Form S-1 filed May 18, 1993.
* 10.2.3.a Amendment to Lease between D.I.Y.
Center Associates, L.P. and D.I.Y.
Home Warehouse, Inc. dated March 21,
1995, incorporated herein by
reference to Exhibit 10.51 to the
Registrant's Report on Form 10-K for
the fiscal year ended December 31,
1994.
* 10.2.4 Lease between Fred A. Erb and D.I.Y. Home
Warehouse, Inc., dated March 1, 1993, incorporated
herein by reference to Exhibit 10.4 to the
Registrant's Registration Statement No. 33-60012 on
Form S-1 filed May 18, 1993.
* 10.2.5 Lease Agreement between West Park Limited, Inc. and
D.I.Y. Home Warehouse, Inc. dated August 2, 1991,
incorporated herein by reference to Exhibit 10.5 to
the Registrant's Registration Statement No.
33-60012 on Form S-1 filed May 18, 1993.
* 10.2.5.a Addendum #1 to Lease Agreement
between West Park Limited, Inc. and
D.I.Y. Home Warehouse, Inc., dated
September 2, 1991, incorporated
herein by reference to Exhibit 10.6
to the Registrant's Registration
Statement No. 33-60012 on Form S-1
filed May 18, 1993.
* 10.2.5.b Addendum #2 to Lease Agreement
between West Park Limited, Inc. and
D.I.Y. Home Warehouse, Inc., dated
September 16, 1991, incorporated
herein by reference to Exhibit 10.7
to the Registrant's Registration
Statement No. 33-60012 on Form S-1
filed May 18, 1993.
* 10.2.6 Sublease between The Wholesale Club, Inc. and
D.I.Y. Home Warehouse, Inc., dated May 14, 1992,
incorporated herein by reference to Exhibit 10.8 to
the Registrant's Registration Statement No.
33-60012 on Form S-1 filed May 18, 1993.
* 10.2.7 Sublease between The Wholesale Club, Inc. and
D.I.Y. Home Warehouse, Inc., dated November 25,
1992, incorporated herein by reference to Exhibit
10.9 to the Registrant's Registration Statement No.
33-60012 on Form S-1 filed May 18, 1993.
* 10.2.8 Lease between Myron S. Viny, dba Central Valley
Properties, and D.I.Y. Home Warehouse, Inc., dated
February 26, 1993, but effective beginning
<PAGE> 28
May 1, 1993, incorporated herein by reference to
Exhibit 10.12 to the Registrant's Registration
Statement No. 33-60012 on Form S-1 filed May 18,
1993.
* 10.2.8.a Modification and Supplement to lease
between the Estate of Myron S. Viny
(formerly DBA Central Valley
Properties) and D.I.Y. Home
Warehouse, Inc. dated November 27,
1995, incorporated herein by
reference to Exhibit 10.12 to the
Registrant's Report on Form 10-K for
the fiscal year ended December 30,
1995.
** 10.2.8.b Modification and Supplement of lease
between the Estate of Myron S. Viny
(formerly DBA Central Valley
Properties) and D.I.Y. Home
Warehouse, Inc. dated March 30, 2000,
filed herewith.
* 10.2.9 Agreement of Lease (Boardman Facility) between DIY
Ohio Real Estate Associates Limited Partnership and
D.I.Y. Home Warehouse, Inc. dated as of October 1,
1993, incorporated herein by reference to Exhibit
10.38 to the Registrant's Report on Form 10-K for
the fiscal year ended January 1, 1994.
* 10.2.9.a Second Amendment to Agreement Lease
(Boardman facility) between D.I.Y.
Home Warehouse, Inc. and D.I.Y. Ohio
Real Estate Associated Limited
Partnership (the Landlord) and
assignment of the lease to V&V 224,
Limited by the Landlord dated October
22, 1998, incorporated herein by
reference to Exhibit 10.9 to the
Registrant's Report on Form 10-Q for
the quarter ended October 3, 1998.
* 10.2.10 Lease between Elmhurst Properties, Inc. and D.I.Y.
Home Warehouse, Inc., dated May 26, 1993,
incorporated herein by reference to Exhibit 10.39
to the Registrant's Report on Form 10-K for the
fiscal year ended January 1, 1994.
* 10.2.11 Assignment and Assumption of Lease and Sublease
between Kmart Corporation and D.I.Y. Home
Warehouse, Inc. dated December 22, 1994,
incorporated herein by reference to Exhibit 10.49
to the Registrant's Report on Form 10-K for the
fiscal year ended December 31, 1994.
* 10.2.12 Shopping Center Lease between KCHGC, Inc. and
D.I.Y. Home Warehouse, Inc. dated January 12, 1995,
incorporated herein by reference to Exhibit 10.50
to the Registrant's Report on Form 10-K for the
fiscal year ended December 31, 1994.
10.3 Credit Agreements of the Registrant
<PAGE> 29
* 10.3.1 $1,250,000 Promissory Note from D.I.Y. Home
Warehouse, Inc. to Edgemere, Inc. f/k/a Erb Lumber
Co., dated July 1, 1991, incorporated herein by
reference to Exhibit 10.29 to the Registrant's
Registration Statement No. 33-60012 on Form S-1
filed May 18, 1993.
* 10.3.2 Security Agreement between D.I.Y. Home Warehouse
and Erb Lumber Co., dated November 14, 1985,
incorporated herein by reference to Exhibit 10.30
to the Registrant's Registration Statement No.
33-60012 on Form S-1 filed May 18, 1993.
* 10.3.3 Revolving Credit Agreement and Security Agreement
dated December 7, 1994 between D.I.Y. Home
Warehouse, Inc. and National City Bank, Columbus,
and Old Kent Bank and Trust Company, incorporated
herein by reference to Exhibit 10.40 to the
Registrant's Report on Form 10-K for the fiscal
year ended December 31, 1994.
* 10.3.4 Loan and Co-lender Agreement and Open-End Mortgage,
Assignment of Rents and Security Agreement dated
December 23, 1994 between D.I.Y. Home Warehouse,
Inc. and National City Bank, Columbus, and Old Kent
Bank and Trust Company, incorporated herein by
reference to Exhibit 10.41 to the Registrant's
Report on Form 10-K for the fiscal year ended
December 31, 1994.
* 10.3.4.a First Amendment to Loan and Co-Lender
Agreement dated December 22, 1995
between D.I.Y. Home Warehouse,
National City Bank, Columbus, and Old
Kent Bank, incorporated herein by
reference to Exhibit 10.41 to the
Registrant's Report on Form 10-K for
the fiscal year ended December 30,
1995
* 10.3.4.b Second Amendment to Loan and
Co-Lender Agreement dated December
23, 1996 between D.I.Y. Home
Warehouse, Inc., National City Bank
of Columbus and Old Kent Bank,
incorporated herein by reference to
Exhibit 10.52 to the Registrant's
Report on Form 10-K for the fiscal
year ended December 28, 1996.
* 10.3.4.c Third Amendment to Loan and Co-Lender
Agreement dated October 24, 1997
between D.I.Y. Home Warehouse, Inc.,
National City Bank of Columbus and
Old Kent Bank, incorporated herein by
reference to Exhibit 10.2 to the
Registrant's Report on Form 10-Q for
the quarter ended September 27, 1997.
* 10.3.4.d Fourth Amendment to Loan and
Co-Lender Agreement dated April 4,
1998 between D.I.Y. Home Warehouse,
Inc., National City Bank of Columbus
and Old Kent Bank, incorporated
herein by reference to Exhibit 10.2
to the Registrant's Report on Form
10-Q for the quarter ended July 4,
1998.
<PAGE> 30
* 10.3.4.e Fifth Amendment to Loan and Co-Lender
Agreement dated October 28, 1998
between D.I.Y. Home Warehouse, Inc.,
National City Bank of Columbus and
Old Kent Bank, incorporated herein by
reference to Exhibit 10.4 to the
Registrant's Report on Form 10-Q for
the quarter ended October 3, 1998.
* 10.3.5 Line of Credit Agreement for Real Estate Loans,
Open-end Mortgage, Assignment of Rents and Security
Agreement, and Mortgage Notes between D.I.Y. Home
Warehouse, Inc. and National City Bank, Columbus
and Old Kent Bank dated April 28, 1995,
incorporated herein by reference to Exhibit 10.1 to
the Registrant's Report on Form 10-Q for the
quarter ended April 1, 1995.
* 10.3.5.a First Amendment to Line of Credit
Agreement; Open-end Mortgage,
Assignment of Rents and Security
Agreement (Leasehold) for Trumbull
County; Open-end Mortgage, Assignment
of Rents and Security Agreement for
Summit County; Mortgage Note to
National City Bank, Columbus dated
September 15, 1995; Mortgage Note to
Old Kent Bank dated September 15,
1995, incorporated herein by
reference to Exhibit 10.1 to the
Registrant's Report on Form 10-Q for
the quarter ended September 30, 1995.
* 10.3.5.b Second Amendment to Line of Credit
Agreement dated December 22, 1995
between D.I.Y. Home Warehouse,
National City Bank, Columbus, and Old
Kent Bank, incorporated herein by
reference to Exhibit 10.39 to the
Registrant's Report on Form 10-K for
the fiscal year ended December 30,
1995.
* 10.3.5.c Third Amendment to Line of Credit
Agreement Dated December 23, 1996
between D.I.Y. Home Warehouse, Inc.,
National City Bank of Columbus and
Old Kent Bank, incorporated herein by
reference to Exhibit 10.53 to the
Registrant's Report on Form 10-K for
the fiscal year ended December 28,
1996.
* 10.3.5.d Fourth Amendment to Line of Credit
Agreement dated October 24, 1997
between D.I.Y. Home Warehouse, Inc.,
National City Bank of Columbus and
Old Kent Bank, incorporated herein by
reference to Exhibit 10.3 to the
Registrant's Report on Form 10-Q for
the quarter ended September 27, 1997.
* 10.3.5.e Fifth Amendment to Line of Credit
Agreement dated April 4, 1998 between
D.I.Y. Home Warehouse, Inc., National
City Bank of Columbus and Old Kent
Bank, incorporated herein by
reference to Exhibit 10.1 to the
Registrant's Report on Form 10-Q for
the quarter ended July 4, 1998.
* 10.3.5.f Sixth Amendment to Line of Credit
Agreement dated October 28, 1998
between D.I.Y. Home Warehouse, Inc.,
National City Bank of Columbus and
Old Kent Bank, incorporated herein by
reference to Exhibit 10.5 to the
<PAGE> 31
Registrant's Report on Form 10-Q for
the quarter ended October 3, 1998.
* 10.3.6 First Amendment to Security Agreement dated
December 22, 1995 between D.I.Y. Home Warehouse,
National City Bank, Columbus, and Old Kent Bank,
incorporated herein by reference to Exhibit 10.38
to the Registrant's Report on Form 10-K for the
fiscal year ended December 30, 1995.
* 10.3.7 First Amendment to Subordination Agreement dated
December 22, 1995 between D.I.Y. Home Warehouse,
National City Bank, Columbus, and Old Kent Bank,
and Edgemere Enterprises, Inc., incorporated herein
by reference to Exhibit 10.39 to the Registrant's
Report on Form 10-K for the fiscal year ended
December 30, 1995.
* 10.3.8 Partial Release of Mortgage to Open-End Mortgage
Assignment of Rents and Security Agreement for
Richland County, Stark County, Summit County,
Trumball County and Medina County by Old Kent Bank
dated October 28, 1998, incorporated herein by
reference to Exhibit 10.6 to the Registrant's
Report on Form 10-Q for the quarter ended October
3, 1998.
* 10.3.9 Modification to Revolving Credit Agreement, Line of
Credit Agreement, and Loan and Co-lender Agreement
between D.I.Y. Home Warehouse, Inc., National City
Bank, Columbus, and Old Kent Bank dated February
20, 1996, incorporated herein by reference to
Exhibit 10.42 to the Registrant's Report on Form
10-K for the fiscal year ended December 30, 1995.
* 10.3.10 General Business Lease Agreement with IBM Credit
Corporation dated May 30, 1996, incorporated herein
by reference to Exhibit 10.1 to the Registrant's
Report on Form 10-Q for the quarter ended June 29,
1996.
* 10.3.11 Amendment No. 1 to Open-End Mortgage, Assignment of
Rents and Security Agreement for Richland County,
Stark County, Summit County, Trumball County and
Medina County between D.I.Y. Home Warehouse, Inc.,
National City Bank and Old Kent Bank dated October
28, 1998, incorporated herein by reference to
Exhibit 10.7 to the Registrant's Report on Form
10-Q for the quarter ended October 3, 1998.
* 10.3.12 First Amendment to Mortgage Note between D.I.Y.
Home Warehouse, Inc. and National City Bank dated
October 28, 1998, incorporated herein by reference
to Exhibit 10.8 to the Registrant's Report on Form
10-Q for the quarter ended October 3, 1998.
<PAGE> 32
* 10.3.13 Second Amendment to Security Agreement dated
October 28, 1998 between D.I.Y. Home Warehouse,
Inc., National City Bank and Old Kent Bank,
incorporated herein by reference to Exhibit 10.9 to
the Registrant's Report on Form 10-Q for the
quarter ended October 3, 1998.
* 10.3.14 Second Amendment to Subordination Agreement dated
October 28, 1998 between D.I.Y. Home Warehouse,
Inc., National City Bank and Old Kent Bank,
incorporated herein by reference to Exhibit 10.3 to
the Registrant's Report on Form 10-Q for the
quarter ended October 3, 1998.
* 10.3.15 Credit and Security Agreement dated October 27,
1998 among D.I.Y. Home Warehouse, Inc. and the
Lenders which are signatures hereto and National
City Commercial Finance, Inc, as agent and National
City Bank as Letter of Credit Bank, incorporated
herein by reference to Exhibit 10.1 to the
Registrant's Report on Form 10-Q for the quarter
ended October 3, 1998.
* 10.4 Real Estate Purchase Agreement (Mansfield) between DIY Ohio
Real Estate Associates Limited Partnership and D.I.Y. Home
Warehouse, Inc. dated as of March 1, 1994, incorporated herein
by reference to Exhibit 10.40 to the Registrant's Report on
Form 10-K for the fiscal year ended January 1, 1994.
* 10.5 Real Estate Purchase Agreement (Mansfield and Canton) between
D.I.Y. Home Warehouse, Inc. and Gabriel Brothers, Inc. dated
March 3, 1999, incorporated herein by reference to Exhibit
10.5 to the Registrant's Report on Form 10-K for the fiscal
year ended January 1, 2000.
* 10.6 Sale of Merchandise Agreement (Mansfield and West Market)
between D.I.Y Home Warehouse, Inc. and Schottenstein Bernstein
Capital Group, LLC, dated June 3 1999, incorporated herein by
reference to Exhibit 10.6 to the Registrant's Report on Form
10-K for the fiscal year ended January 1, 2000.
* 10.7 Sale of Merchandise Agreement (Boardman) between D.I.Y Home
Warehouse, Inc. and Schottenstein Bernstein Capital Group,
LLC, dated June 11, 1999, incorporated herein by reference to
Exhibit 10.7 to the Registrant's Report on Form 10-K for the
fiscal year ended January 1, 2000.
** 27.1 Financial Data Schedule for the first quarter ended April 1,
2000, filed herewith.
- ------------------
* Previously filed
** Filed herewith
<PAGE> 1
Exhibit 10.2.8.b
3/23/00
MODIFICATION AND SUPPLEMENT OF LEASE NO. 12
-------------------------------------------
THIS MODIFICATION AND SUPPLEMENT OF LEASE No. 12 is made this 30th day
of March, 2000, by and between the MYRON S. VINY TRUST, successor in interest to
the Estate of Myron S. Viny (dba Central Valley Properties) by Neil D. Viny, its
Trustee, hereinafter called "Lessor", and D.I.Y. HOME WAREHOUSE, INC., a
corporation organized under the laws of the State of Ohio, hereinafter called
"Lessee", with its principal office located at Cedarwood Landing, 5811 Canal
Road, Valley View, Ohio 44125.
W I T N E S S E T H:
--------------------
WHEREAS, by Lease dated February 26, 1993, and various subsequent Lease
Modification Agreements executed from time to time throughout the lease term
(hereinafter collectively referred to as the "Lease"), the Lessor leased to
Lessee Suite No. 120 (1,870 useable square feet), Suite No. 170 (720 useable
square feet), Suite No. 180 (2,616 useable square feet which includes a
deduction of 120 usable sq. ft. to account for no rent payable on previous bank
vault), Suite No. 210 (1,915 useable square feet), Suite No. 250 (336 useable
square feet) Suite No. 260 (373 useable square feet), Suite No. 280 (240 useable
square feet), Suite No. 235 (1,592 useable square feet), and Suite No. 220
(1,410 useable square feet), with all of the above-mentioned suites referred to
herein as the "Demised Premises", containing a total of approximately 11,072
square feet of useable space which is 12,179 square feet of rentable area on the
first and second floors of the building as more particularly described in said
Lease, for an initial term of three (3) years, commencing on the 1st day of May,
1993, and as extended to a new termination date of August 31, 2000, and
WHEREAS, in consideration of the premises and the mutual covenants and
conditions hereinafter set forth, it is agreed by
1
<PAGE> 2
3/23/00
and between the parties hereto that the said Lease shall be modified and
supplemented as follows:
1. TERM. The term of this Lease shall be extended for a period of two
(2) years beyond the current August 31, 2000, expiration date so that the
extended term of the Lease shall commence on September 1, 2000 (the "Effective
Date"), and terminate on August 31, 2002.
2. DEMISED PREMISES. As of the Effective Date, the Demised Premises
shall be modified in the following manner:
(a) the following Suite Nos. with their respective square foot areas
shall be EXCLUDED:
Suite No. USF RSF
--------- --- ---
170 720 792
220 1,410 1,551
250 336 370
260 373 410
280 240 264
----- -----
Total 3,079 3,387
(b) the following Suite Nos. with their respective square foot areas
shall continue to be INCLUDED and therefore comprise the Demised Premises:
Suite No. USF RSF
--------- --- ---
120 1,870 2,057
180 2,616 2,878
210 1,915 2,107
235 1,592 1,751
----- -----
Total 7,993 8,793
and in accordance therewith, the Demised Premises shall consist of 8,793
rentable square feet (7,993 usable square feet) as shown on the floor plans
attached hereto as Exhibit "A".
3. BASE RENT. From and after the Effective Date of September 1, 2000,
and throughout the remaining term of the Lease as extended herein, Lessee
covenants and agrees that it will pay to Lessor, at the offices of Lessor at the
address specified in the Lease or to such payee at such address as the Lessor
may from time to time designate by written notice or demand, the sum of One
Hundred Six Thousand Eight Hundred Thirty-Five and 04/100 Dollars ($106,835.04)
per year (which sum is calculated on the basis of $12.15 per rentable square
foot), payable in equal
2
<PAGE> 3
3/23/00
monthly installments of Eight Thousand Nine Hundred Two and 92/100 Dollars
($8,902.92) each.
Said installments of rent shall be payable in legal tender of the
United States of America in advance on the first day of each and every calendar
month during the said extended term hereof.
4. LESSEE'S SHARE. From and after the Effective Date, Lessee shall
occupy a total of 8,793 rentable square feet of space in the building, which is
7,993 square feet of usable area. The percentage which the rentable area of the
Demised Premises consists in relation to the total rentable area of the building
is agreed upon as being 42.80%.
5. CONDITION OF PREMISES. Lessee agrees to take and accept the Demised
Premises in its "as-is" with all faults condition during the extended term,
except however, the Lessor at its own cost and expense shall separate and
redemise Suite 180 from 170 as required utilizing building standard methods,
materials and finishes with all such construction work occurring during normal
business hours.
6. OPTION TO RENEW. Lessee shall have the right and option to renew the
aforesaid Lease for an additional term of two (2) years at the expiration of the
hereinabove referred to Lease Agreement, upon the terms and conditions and
provisions contained therein, except as modified hereinbelow:
a. That Lessee is not in default in the performance of its obligations
under the terms of the Lease referred to herein at the time of the exercising of
this Option;
b. That the Lessee has duly and punctually fulfilled all the
provisions, agreements, covenants, and conditions of the Lease during the term
of said Lease;
c. That Lessee gives notice of such renewal in writing to the Lessor at
the place and in the manner provided in said Lease for the sending of notices at
least six (6) months before the end of the term of said Lease. Lessee
acknowledges that it is Lessee's sole obligation to determine the expiration of
the
3
<PAGE> 4
3/23/00
time period within which to send the notice of renewal required hereby and that
time is of the essence in the delivery of such notice. Lessee acknowledges, and
hereby expressly waives, any right which Lessee may have to assert any claim
that the failure to exercise this option in a timely fashion was the result of
accident, surprise, honest mistake, omission, clerical error, negligence or any
other act or inaction on the part of Lessee. Lessee further acknowledges that if
Lessor does not receive a notice of renewal within the time period specified
herein, Lessor may take action to relet the Demised Premises and obtain
additional lessee(s) therefor;
d. Upon any subletting or assignment of said Lease, except to the
successor in business of D.I.Y. Home Warehouse, Inc. or wholly owned subsidiary,
this option shall automatically terminate;
e. The monthly rent during the renewal term shall be in the sum of One
Hundred Thirteen Thousand Two Hundred Fifty-Three and 84/100 Dollars
($113,253.84) per year (which sum is calculated on the basis of $12.88 per
rentable square foot), payable in equal monthly installments of Nine Thousand
Four Hundred Thirty-Seven and 82/100 Dollars ($9,437.82) each.
Except as herein expressly modified and supplemented, all of the terms,
provisions and conditions of the Lease are hereby ratified, affirmed, and
incorporated herein. If there is any conflict between the terms of this
Modification and Supplement of Lease No. 12 and the Lease, the terms of this
Modification and Supplement of Lease No. 12 shall prevail.
4
<PAGE> 5
3/23/00
IN WITNESS WHEREOF, the parties hereto have executed this Modification and
Supplement of Lease No. 12 as of the date and year fist above written.
Signed and acknowledged
in the presence of: MYRON S. VINY TRUST
DBA CENTRAL VALLEY PROPERTIES
/s/Lloyd D. Mazur By: /s/Neil D. Viny
- --------------------------- ----------------------------
Neil D. Viny, Trustee
/s/Debbie L. Jawhari
- ---------------------------
D.I.Y. HOME WAREHOUSE, INC.
/s/Millie Harnocz By: /s/Clifford L. Reynolds
- --------------------------- ----------------------------
Clifford L. Reynolds, President
/s/Todd Ayers
- ---------------------------
5
<PAGE> 6
3/23/00
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, the subscriber, a Notary Public in and for said County and
State, personally appeared the above named Neil D. Viny, Trustee for Myron S.
Viny Trust dba Central Valley Properties, who acknowledged that he did hereunto
subscribe his name to the foregoing instrument, and that the same is their free
act and deed.
IN TESTIMONY WHEREOF, I hereunto set my hand and official seal at
Independence, Ohio, this 30th day of March, 2000.
/s/Debbie L. Jawhari
--------------------------
Notary Public
DEBBIE L. JAWHARI, Notary Public
State of Ohio - Cuyahoga County
My Commission Expires September 20, 2004
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, the subscriber, a Notary Public in and for said County and
State, personally appeared the above-named Clifford L. Reynolds, President of
said D.I.Y. HOME WAREHOUSE, INC., and acknowledged that he as such officer did
hereunto subscribe the corporate name of said Company, and that the same if
their free act and deed and the free act and deed of said Company.
IN TESTIMONY WHEREOF, I hereunto set my hand and official seal at Valley
View, Ohio, this 27th day of March, 2000.
/s/Veronika M. Ochocki
--------------------------
Notary Public
VERONIKA M. OCHOCKI, Notary Public
STATE OF OHIO
Resident Summit County
My Commission Expires Nov. 2, 2004
6
<PAGE> 7
[Blueprint of First Floor Plans for Suites 120, 170 and 180.]
EXHIBIT "A"
Page 1 of 2
<PAGE> 8
[Blueprint of Second Floor Plans for Suites 210, 220, 235, 250, 260, and 280.]
EXHIBIT "A"
Page 2 of 2
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-30-2000
<PERIOD-START> JAN-02-2000
<PERIOD-END> APR-01-2000
<CASH> 489
<SECURITIES> 0
<RECEIVABLES> 251
<ALLOWANCES> 16
<INVENTORY> 29,383
<CURRENT-ASSETS> 32,916
<PP&E> 39,183
<DEPRECIATION> 15,807
<TOTAL-ASSETS> 56,467
<CURRENT-LIABILITIES> 9,361
<BONDS> 9,360
0
0
<COMMON> 22,955
<OTHER-SE> 11,928
<TOTAL-LIABILITY-AND-EQUITY> 56,467
<SALES> 17,129
<TOTAL-REVENUES> 17,129
<CGS> 12,053
<TOTAL-COSTS> 12,053
<OTHER-EXPENSES> 6,753
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 187
<INCOME-PRETAX> (1,854)
<INCOME-TAX> (730)
<INCOME-CONTINUING> (1,124)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,124)
<EPS-BASIC> (0.15)
<EPS-DILUTED> (0.15)
</TABLE>
