<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
--------------------------------------------------------------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 29, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-26732
-------
GADZOOKS, INC.
--------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 74-2261048
--------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
4121 INTERNATIONAL PARKWAY
CARROLLTON, TX 75007
--------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 972-307-5555
----------------------
--------------------------------------------------------------------------------
(FORMER NAME, FORMER ADDRESS AND FISCAL YEAR, IF CHANGED SINCE LAST REPORT.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
As of June 8, 2000, the number of shares outstanding of the registrant's
common stock is 8,948,813.
<PAGE> 2
GADZOOKS, INC.
FORM 10-Q
For the Quarter Ended April 29, 2000
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of April 29, 2000 3
and January 29, 2000
Condensed Statements of Income for the 4
First Quarter Ended April 29, 2000 and
May 1, 1999
Condensed Statements of Cash Flows for the 5
First Quarter Ended April 29, 2000 and
May 1, 1999
Notes to Financial Statements 6-7
Item 2. Management's Discussion and Analysis 8-10
of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About 10
Market Risk
PART II. OTHER INFORMATION 10
SIGNATURE PAGE 11
INDEX TO EXHIBITS 12-14
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
GADZOOKS, INC.
CONDENSED BALANCE SHEETS
--------------------------------------------------------------------------------
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
APRIL 29, JANUARY 29,
2000 2000
---------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 16,084 $ 18,643
Accounts receivable 1,427 1,217
Inventory 47,327 44,418
Other current assets 2,288 2,149
---------- ----------
67,126 66,427
---------- ----------
Leaseholds, fixtures and equipment, net 30,587 30,235
---------- ----------
$ 97,713 $ 96,662
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 19,039 $ 20,395
Accrued expenses and other current liabilities 5,916 6,461
Income taxes payable 1,192 911
---------- ----------
26,147 27,767
---------- ----------
Accrued rent 2,780 2,750
---------- ----------
Shareholders' equity:
Common stock 89 89
Additional paid-in capital 42,404 42,282
Retained earnings 26,404 23,910
Treasury stock (111) (136)
---------- ----------
68,786 66,145
---------- ----------
$ 97,713 $ 96,662
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
GADZOOKS, INC.
CONDENSED STATEMENTS OF INCOME
--------------------------------------------------------------------------------
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------
APRIL 29, MAY 1,
2000 1999
---------- ----------
<S> <C> <C>
Net sales $ 63,260 $ 51,465
Cost of goods sold including buying,
distribution and occupancy costs 45,075 37,457
---------- ----------
Gross profit 18,185 14,008
Selling, general and administrative expenses 14,438 13,199
---------- ----------
Operating income 3,747 809
Interest income, net 245 144
---------- ----------
Income before income taxes 3,992 953
Provision for income taxes 1,497 353
---------- ----------
Net income $ 2,495 $ 600
========== ==========
Earnings per share
Basic $ 0.28 $ 0.07
========== ==========
Diluted $ 0.27 $ 0.07
========== ==========
Weighted average shares outstanding
Basic 8,927 8,893
========== ==========
Diluted 9,381 8,994
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
GADZOOKS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------
APRIL 29, MAY 1,
2000 1999
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,495 $ 600
Adjustments to reconcile net income to cash
used in operating activities:
Depreciation 1,586 1,346
Loss on sale of fixed assets 11 16
Changes in operating assets and liabilities (4,797) (5,047)
---------- ----------
NET CASH USED IN OPERATING ACTIVITIES (705) (3,085)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,001) (1,111)
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (2,001) (1,111)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 86 37
Sale of treasury stock under employee stock purchase plan 61 43
---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 147 80
---------- ----------
Net decrease in cash and cash equivalents (2,559) (4,116)
Cash and cash equivalents at beginning of period 18,643 16,353
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 16,084 $ 12,237
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
GADZOOKS, INC.
NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying condensed financial statements contain all adjustments
(consisting of only normal recurring accruals) necessary to present fairly the
financial position as of April 29, 2000 and January 29, 2000, and the results of
operations and cash flows for the three months ended April 29, 2000 and May 1,
1999. The results of operations for the three months then ended are not
necessarily indicative of the results to be expected for the full fiscal year.
The condensed balance sheet as of January 29, 2000 is derived from audited
financial statements. The condensed financial statements should be read in
conjunction with the financial statement disclosures contained in the Company's
Annual Report on Form 10-K for the fiscal year ended January 29, 2000.
Fiscal year: The Company's fiscal year is the 52- or 53-week period that ends on
the Saturday closest to the end of January. "Fiscal 2000" is the 53-week period
ending February 3, 2001.
Reclassification: Certain prior year amounts have been reclassified to conform
to the current year's presentation.
2. LONG-TERM OBLIGATIONS
On June 1, 2000, the Company renewed and revised its existing credit facility
with Wells Fargo Bank. The revised facility provides an unsecured revolving line
of credit totaling $15 million. The total amount available to borrow pursuant to
the credit agreement is limited to 150% of cash flow (as defined in the credit
agreement) for the trailing 12-month period. Amounts borrowed under the
revolving line bear interest at the lesser of either the bank's prime rate, or
195 basis points above LIBOR. The Company pays commitment fees of 0.33% on the
unused portion of the revolving line of credit. The credit agreement also
provides for the issuance of letters of credit that are generally used in
connection with international merchandise purchases. Outstanding letters of
credit issued by the bank reduce amounts otherwise available for borrowing under
the revolving line of credit. The credit facility subjects the Company to
various restrictions on the incurrence of additional indebtedness, acquisitions,
loans to officers and stock repurchases. The covenants also require the Company
to maintain certain tangible net worth, working capital, debt to equity, net
income and fixed charge coverage minimums as well as certain other ratios
customary in such agreements. Amounts available to borrow under the line of
credit, as limited by the cash flow multiple, totaled $14.8 million at June 8,
2000. No borrowings (excluding letters of credit) were outstanding under the
revolving line at April 29, 2000. Any amount borrowed under the revolving line
of credit will become due on June 1, 2001, the date the credit agreement
matures.
6
<PAGE> 7
GADZOOKS, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Unaudited)
3. PROVISION FOR STORE CLOSING COSTS
During fiscal 1999, the Company decided to close eight stores that had been
identified as under-performing and, as a result, recognized a $1.2 million
pre-tax provision for costs related to closing the facilities and reflecting
long-lived assets located at these stores at their respective estimated net
realizable values. As of April 29, 2000, six of the eight stores had been closed
with the remaining two slated for closure by the end of fiscal 2000. As of April
29, 2000, the costs related to the six stores already closed had been incurred.
An analysis of the amounts charged against the accrual since January 29, 2000 is
outlined in the table below (in thousands).
<TABLE>
<CAPTION>
BALANCE AT CURRENT PERIOD BALANCE AT
JANUARY 29, 2000 ACTIVITY APRIL 29, 2000
----------------------- ---------------------- -----------------------
<S> <C> <C> <C>
Lease termination costs
and other $ 119 $ --- $ 119
----------------------- ---------------------- -----------------------
Total $ 119 $ --- $ 119
----------------------- ---------------------- -----------------------
</TABLE>
Sales and operating losses of the stores closed or slated for closure were
$226,992 and ($35,964) and $774,349 and ($244,387) for the quarters ended
April 29, 2000 and May 1, 1999, respectively.
4. EARNINGS PER SHARE
The following table outlines the Company's calculation of weighted average
shares outstanding (in thousands):
<TABLE>
<CAPTION>
QUARTER ENDED
--------------------------------------------------
APRIL 29, MAY 1,
2000 1999
--------------------- -----------------------
<S> <C> <C>
Weighted average common shares
outstanding (basic) 8,927 8,893
Effect of dilutive options 454 101
--------------------- -----------------------
Weighted average common and dilutive potential
shares outstanding (diluted) 9,381 8,994
--------------------- -----------------------
</TABLE>
The treasury stock method is used to determine dilutive potential common shares
outstanding related to stock options. Options which, based on their exercise
price, would be antidilutive are not considered in the treasury stock method
calculation. Options excluded from the earnings per share calculation due to
their antidilutive nature totaled 26,676 and 638,765 for the quarters ended
April 29, 2000 and May 1, 1999, respectively.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
Gadzooks is a mall-based specialty retailer of casual apparel and related
accessories for young men and women principally between the ages of 14 and 18.
As of April 29, 2000, the Company had opened three new stores and closed one
store since the beginning of the fiscal year and operated 328 stores in 34
states.
The Company's business is subject to seasonal influences with higher sales
during the Christmas holiday, back-to-school and spring break seasons.
Management's discussion and analysis should be read in conjunction with the
Company's financial statements and related notes.
RESULTS OF OPERATIONS
The quarter ended April 29, 2000 compared to the quarter ended May 1, 1999
Net sales
Net sales increased approximately $11.8 million, or 22.9 percent, to $63.3
million during the first quarter of fiscal 2000 from $51.5 million during the
comparable quarter of fiscal 1999. The total company sales increase was
primarily attributable to comparable store sales ($8.6 million) and, to a lesser
extent, the 22 new stores not yet included in the comparable store sales base
($3.2 million). Comparable store sales increased 17.1 percent for the first
quarter of fiscal 2000. The Company experienced comparable store sales increases
in all of its major categories except for footwear. The comparable store sales
increase is due to several factors, including a greater concentration of
brand-name merchandise, enhancements to the stores' appearance and visual
merchandising changes. Retail prices, although up slightly, had relatively
little impact on the overall increase in sales. A store becomes comparable after
it has been open for 14 full fiscal months.
Gross profit
Gross profit increased approximately $4.2 million to $18.2 million during the
first quarter of fiscal 2000 from $14.0 million during the comparable quarter of
fiscal 1999. As a percentage of net sales, gross profit increased 150 basis
points to 28.7 percent from 27.2 percent for the comparable quarter of last
year. Merchandise margins as a percentage of sales were 73 basis points lower
than the prior year. This decrease is primarily attributable to a more
aggressive inventory management program, which resulted in an increase in
markdowns and, to a lesser extent, the product mix consisting of a higher
percentage of nationally-branded merchandise. The decrease in merchandise
margins was more than offset, however, by 184 basis point and 39 basis point
decreases in occupancy and buying and distribution costs as a percentage of
sales, respectively. The decreases in occupancy and buying and distribution
costs (which are relatively fixed in nature) as a percentage of sales were
primarily the result of comparable store sales increases.
Selling, general and administrative expenses
Selling, general and administrative expenses ("SG&A") increased approximately
$1.2 million to $14.4 million during the first quarter of 2000 from $13.2
million during the comparable quarter of fiscal 1999. The aggregate increase in
SG&A is primarily attributable to additional store expenses as a result of the
Company's expanded store base during the past year and an increase in
administrative costs to support the larger store chain. As a percentage of net
sales, SG&A decreased 280 basis points to 22.8 percent during the first quarter
of fiscal 2000 from 25.6 percent during the comparable quarter of last year. The
decrease in the SG&A percentage is due primarily to the
8
<PAGE> 9
Company's ability to leverage corporate overhead and store costs as a result of
the comparable store sales increase.
Interest
The Company's net interest income increased $101,000 to $245,000 during the
first quarter of fiscal 2000 from $144,000 in the comparable period of last year
due primarily to higher average cash balances.
LIQUIDITY AND CAPITAL RESOURCES
General
The Company's primary uses of cash are financing new store openings and
purchasing merchandise inventories. The Company is currently meeting its cash
requirements through cash flow from operations and cash and cash equivalents
on-hand.
Cash Flows
At April 29, 2000, cash and cash equivalents were $16.1 million, a decrease of
$2.6 million since January 29, 2000. The primary uses of cash were increased
inventory levels of $2.9 million, capital expenditures of $2.0 million for new
or remodeled stores and outfitting some stores with loss prevention systems, and
a decrease in accounts payable of $1.4 million. The Company opened three new
stores during the first three months of 2000 as compared with four new stores in
the same period of the prior year.
Credit facility
On June 1, 2000, the Company renewed and revised its existing credit facility
with Wells Fargo Bank. The revised facility provides an unsecured revolving line
of credit totaling $15 million. The total amount available to borrow pursuant to
the credit agreement is limited to 150% of cash flow (as defined in the credit
agreement) for the trailing 12-month period. Amounts borrowed under the
revolving line bear interest at the lesser of either the bank's prime rate, or
195 basis points above LIBOR. The Company pays commitment fees of 0.33% on the
unused portion of the revolving line of credit. The credit agreement also
provides for the issuance of letters of credit that are generally used in
connection with international merchandise purchases. Outstanding letters of
credit issued by the bank reduce amounts otherwise available for borrowing under
the revolving line of credit. The credit facility subjects the Company to
various restrictions on the incurrence of additional indebtedness, acquisitions,
loans to officers and stock repurchases. The covenants also require the Company
to maintain certain tangible net worth, working capital, debt to equity, net
income and fixed charge coverage minimums as well as certain other ratios
customary in such agreements. Amounts available to borrow under the line of
credit, as limited by the cash flow multiple, totaled $14.8 million at June 8,
2000. No borrowings (excluding letters of credit) were outstanding under the
revolving line at April 29, 2000. Any amount borrowed under the revolving line
of credit will become due on June 1, 2001, the date the credit agreement
matures.
Capital Expenditures
The Company began its fiscal 2000 store expansion program with the opening of
three new stores during the month of March, and anticipates opening an
additional 47 stores during the remainder of the year. Capital expenditures for
the remainder of the year are estimated to be approximately $7.8 million to open
the remaining stores, update or remodel existing stores and to purchase and/or
upgrade information systems.
9
<PAGE> 10
Management believes that the Company's working capital, credit facility and cash
flows from operating activities will be sufficient to meet the Company's
operating and capital requirements through the end of fiscal 2000.
NEW ACCOUNTING PRONOUNCEMENTS
Accounting for derivatives and hedging activities -- In June 1998, the
Financial Accounting Standards Board issued SFAS No. 133, "Accounting for
Derivatives and Hedging Activities." The provisions of SFAS No. 133 are
effective for all fiscal quarters of all fiscal years beginning after June 15,
2000. The Company does not believe that the adoption of SFAS. No. 133 will have
a significant impact on the Company's financial statements.
Revenue recognition -- In December 1999, the Securities and Exchange Commission
issued Staff Accounting Bulletin No. 101, Revenue Recognition in Financial
Statements ("SAB 101"). Questions have arisen regarding the interpretations in
SAB 101. The SEC is addressing these questions and is expected to issue
further clarifications in June 2000. Based on management's review of SAB 101 to
date, we do not believe that the interpretations will materially affect the
Company's current revenue recognition policies, and thus will not have a
significant impact on its future results of operations or financial position.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not engage in trading market risk sensitive instruments and
does not purchase as investments, as hedges, or for purposes "other than
trading" instruments that are likely to expose the Company to market risk,
whether it be from interest rate, foreign currency exchange, commodity price or
equity price risk. The Company has issued no debt instruments, entered into no
forward or futures contracts, purchased no options and entered into no swaps.
The Company's primary market risk exposure is that of interest rate risk. A
change in LIBOR, or the Prime Rate as set by Wells Fargo Bank, would affect the
rate at which the Company could borrow funds under its credit facility.
STATEMENT REGARDING FORWARD-LOOKING DISCLOSURE
Certain sections of this Quarterly Report on Form 10-Q, including the preceding
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," contain various forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Exchange Act, which represent the Company's expectations or beliefs concerning
future events. These forward-looking statements involve risks and uncertainties,
and the Company cautions that these statements are further qualified by
important factors that could cause actual results to differ materially from
those in the forward-looking statements, including, without limitation, those
set forth in the "Risk Factors" section of the Company's Annual Report on Form
10-K for the fiscal year ended January 29, 2000.
PART II - OTHER INFORMATION
Items 1-5 - None
Item 6 - Exhibits and Reports on Form 8-K
(a) See Index to Exhibits.
(b) None.
10
<PAGE> 11
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.
GADZOOKS, INC.
Registrant)
DATE: June 13, 2000 By: /s/ JAMES A. MOTLEY
-----------------------------------------
James A. Motley
Vice President / Chief Financial Officer
(Chief Accounting Officer and
Duly Authorized Officer of the Registrant)
11
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENTS
------- ------------------------
<S> <C>
3.1 -- Second Restated Articles of Incorporation of the Company (filed
as Exhibit 4.1 to the Company's Form S-8 (No. 33-98038) filed with
the Commission on October 12, 1995 and incorporated herein by
reference).
3.2 -- Amended and Restated Bylaws of the Company (filed as Exhibit
4.2 to the Company's Form S-8 (No. 33-98038) filed with the
Commission on October 12, 1995 and incorporated herein by
reference).
3.3 -- First Amendment to the Amended and Restated Bylaws of the
Company (filed as Exhibit 3.3 of the Company's Quarterly Report on
Form 10-Q for the quarter ended August 2, 1997 filed with the
Commission on September 16, 1997 and incorporated herein by
reference).
4.1 -- Specimen Certificate for shares of Common Stock, $.01 par
value, of the Company (filed as Exhibit 4.1 to the Company's
Amendment No. 2 to Form S-1 (No. 33-95090) filed with the
Commission on September 8, 1995 and incorporated herein by
reference).
4.2 -- Rights Agreement dated as of September 3, 1998, between the
Company and ChaseMellon Shareholder Services, L.L.C. (filed as
Exhibit 1 to the Company's Form 8-A filed with the Commission on
September 4, 1998 and incorporated herein by reference).
10.1 -- Purchase Agreement dated as of January 31, 1992 among the
Company, Gerald R. Szczepanski, Lawrence H. Titus, Jr. and the
Investors listed therein (filed as Exhibit 10.1 to the Company's
Form S-1 (No. 33-95090) filed with the Commission on July 28,
1995 and incorporated herein by reference).
10.2 -- Purchase Agreement dated as of May 26, 1994 among the Company,
Gerald R. Szczepanski, Lawrence H. Titus, Jr. and the Investors
listed therein (filed as Exhibit 10.2 to the Company's Form S-1
(No. 33-95090) filed with the Commission on July 28, 1995 and
incorporated herein by reference).
10.3 -- Credit Agreement dated as of January 30, 1997 between the
Company and Wells Fargo Bank (Texas), National Association (filed
as Exhibit 10.3 to the Company's 1996 Annual Report on Form 10-K
filed with the Commission on April 23, 1997 and incorporated
herein by reference).
10.4 -- Form of Indemnification Agreement with a schedule of director
signatories (filed as Exhibit 10.5 to the Company's Form S-1 (No.
33-95090) filed with the Commission on July 28, 1995 and
incorporated herein by reference).
10.5 -- Employment Agreement dated January 31, 1992 between the Company
and Gerald R. Szczepanski, as continued by letter agreement (filed
as Exhibit 10.6 to the Company's Form S-1 (No. 33-95090) filed
with the Commission on July 28, 1995 and incorporated herein by
reference).
</TABLE>
<PAGE> 13
<TABLE>
<S> <C>
10.6 -- 1992 Incentive and Nonstatutory Stock Option Plan dated
February 26, 1992, and Amendments No. 1 through 3 thereto (filed
as Exhibit 10.8 to the Company's Form S-1 (No. 33-95090) filed
with the Commission on July 28, 1995 and incorporated herein by
reference).
10.7 -- 1994 Incentive and Nonstatutory Stock Option Plan for Key
Employees dated September 30, 1994 (filed as Exhibit 10.9 to the
Company's Form S-1 (No. 33-95090) filed with the Commission on
July 28, 1995 and incorporated herein by reference).
10.8 -- 1995 Non-Employee Director Stock Option Plan (filed as Exhibit
10.10 to the Company's Form S-1 (No.33-00196) filed with the
Commission on January 9, 1996 and incorporated herein by
reference).
10.9 -- Gadzooks, Inc. Employees' Savings Plan, as amended and revised
(filed as Exhibit 4.5 to the Company's Form S-8 (No. 333-68205)
filed with the Commission on December 1, 1998 and incorporated
herein by reference).
10.10 -- Severance Protection Agreement dated September 1, 1998 between
the Company and Gerald R. Szczepanski (filed as Exhibit 10.24 to
the Company's Quarterly Report on Form 10-Q filed with the
Commission on December 15, 1998 and incorporated herein by
reference).
10.11 -- Form of Severance Agreement with a schedule of executive
officer signatories (filed as Exhibit 10.11 to the Company's 1996
Annual Report on Form 10-K filed with the Commission on April 23,
1997 and incorporated herein by reference).
10.12 -- Amendment No. 4 to the Gadzooks, Inc. 1992 Incentive and
Nonstatutory Stock Option Plan (filed as Exhibit 10.14 to the
Company's Amendment No. 3 to Form S-1 (No. 33-95090) filed with
the Commission on September 27, 1995 and incorporated herein by
reference).
10.13 -- Amendment No. 5 to the Gadzooks, Inc. 1992 Incentive and
Nonstatutory Stock Option Plan dated September 12, 1996 (filed as
Exhibit 10.13 to the Company's 1996 Annual Report on Form 10-K
filed with the Commission on April 23, 1997 and incorporated
herein by reference).
10.14 -- Amendment No. 1 to the 1994 Incentive and Nonstatutory Stock
Option Plan for Key Employees dated September 12, 1996 (filed as
Exhibit 10.14 to the Company's 1996 Annual Report on Form 10-K
filed with the Commission on April 23, 1997 and incorporated
herein by reference).
10.15 -- Gadzooks, Inc. Employee Stock Purchase Plan (filed as Exhibit
4.5 to the Company's Form S-8 (No. 333-50639) filed with the
Commission on April 21, 1998 and incorporated herein by
reference).
10.16 -- Lease Agreement between Gadzooks, Inc. (Lessee) and CB Midway
International, LTD. (Lessor) dated August 23, 1996 (filed as
Exhibit 10.17 to the Company's 1997 Annual Report on Form 10-K
filed with the Commission on April 27, 1998 and incorporated
herein by reference).
10.17 -- Gadzooks, Inc. 401(k) Plan and Profit Sharing Plan Adoption
Agreement (filed as Exhibit 10.18 to the Company's Quarterly
Report on Form 10-Q filed with the Commission on June 9, 1998, and
incorporated herein by reference).
</TABLE>
<PAGE> 14
<TABLE>
<S> <C>
10.18 -- Amendment No. 1 to the Credit Agreement between the Company and
Wells Fargo Bank (Texas), National Association, dated June 11,
1998 (filed as Exhibit 10.19 to the Company's Quarterly Report on
Form 10-Q filed with the Commission on September 15, 1998, and
incorporated herein by reference).
10.19 -- Amendment No. 2 to the Credit Agreement between the Company and
Wells Fargo Bank (Texas) National Association, dated May 14, 1999
(filed as Exhibit 10.20 to the Company's Quarterly Report on Form
10-Q filed with the Commission on June 15, 1999 and incorporated
herein by reference).
10.20 -- Amendment No. 6 to the Gadzooks, Inc. 1992 Incentive and
Non-Statutory Stock Option Plan dated June 18, 1998 (filed as
Exhibit 4.8 to the Company's Form S-8 (No. 333-60869) filed with
the Commission on August 7, 1998 and incorporated herein by
reference).
10.21 -- Amendment No. 1 to the Gadzooks, Inc. 1995 Non-Employee
Director Stock Option Plan dated June 18, 1998 (filed as Exhibit
4.10 to the Company's Form S-8 (No. 333-60869) filed with the
Commission on August 7, 1998 and incorporated herein by
reference).
10.22 -- Severance Protection Agreement dated January 5, 1998 between
the Company and James F. Wimpress (filed with the Commission on
April 26, 2000 and incorporated herein by reference).
10.23 -- Severance Protection Agreement dated January 11, 1999 between
the Company and Paula Y. Masters (filed with the Commission on
April 26, 2000 and incorporated herein by reference).
10.24* -- Amendment No. 3 to the Credit Agreement between the Company and
Wells Fargo Bank (Texas) National Association, dated June 1, 2000.
27* -- Financial Data Schedule.
</TABLE>
-----------------
* Filed herewith (unless otherwise indicated, exhibits are previously filed).
