<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 OCTOBER 28, 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)
<TABLE>
<S> <C>
TEXAS 74-2261048
------------------------------- ---------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
4121 INTERNATIONAL PARKWAY
CARROLLTON, TX 75007
---------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
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 November 29, 2000, the number of shares outstanding of the
registrant's common stock is 8,960,816.
<PAGE> 2
GADZOOKS, INC.
FORM 10-Q
For the Quarter Ended October 28, 2000
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of 3
October 28, 2000 and January 29, 2000
Condensed Consolidated Statements of Income 4
for the Third Quarter and Nine Months Ended
October 28, 2000 and October 30, 1999
Condensed Consolidated Statements of Cash Flows for 5
the Nine Months Ended October 28, 2000 and
October 30, 1999
Notes to Consolidated Financial Statements 6-7
Item 2. Management's Discussion and Analysis 8-11
of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures 11
About Market Risk
PART II. OTHER INFORMATION 11
SIGNATURE PAGE 12
INDEX TO EXHIBITS 13-15
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
GADZOOKS, INC.
CONDENSED BALANCE SHEETS
--------------------------------------------------------------------------------
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
OCTOBER 28, JANUARY 29,
2000 2000
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 7,179 $ 18,643
Accounts receivable 6,092 1,217
Inventory 54,912 44,418
Other current assets 3,514 2,149
--------- ---------
71,697 66,427
--------- ---------
Leaseholds, fixtures and equipment, net 33,942 30,235
--------- ---------
$ 105,639 $ 96,662
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 23,688 $ 20,395
Accrued expenses and other current liabilities 6,453 6,461
Income taxes payable -- 911
--------- ---------
30,141 27,767
--------- ---------
Accrued rent 2,898 2,750
--------- ---------
Shareholders' equity:
Common stock 90 89
Additional paid-in capital 42,717 42,282
Retained earnings 30,253 23,910
Treasury stock (460) (136)
--------- ---------
72,600 66,145
--------- ---------
$ 105,639 $ 96,662
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
GADZOOKS, INC.
CONDENSED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
THIRD QUARTER ENDED NINE MONTHS ENDED
------------------------ ------------------------
OCTOBER 28, OCTOBER 30, OCTOBER 28, OCTOBER 30,
2000 1999 2000 1999
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Net sales $ 67,328 $ 56,202 $194,506 $165,131
Cost of goods sold including buying,
distribution and occupancy costs 48,816 41,245 141,313 121,113
-------- -------- -------- --------
Gross profit 18,512 14,957 53,193 44,018
Selling, general and administrative expenses 15,131 13,824 43,818 40,310
Provision for store closing costs -- 405 -- 405
-------- -------- -------- --------
Operating income 3,381 728 9,375 3,303
Interest income, net 202 100 659 359
-------- -------- -------- --------
Income before income taxes 3,583 828 10,034 3,662
Provision for income taxes 1,272 306 3,691 1,355
-------- -------- -------- --------
Net income $ 2,311 $ 522 $ 6,343 $ 2,307
======== ======== ======== ========
Net income per share
Basic $ 0.26 $ 0.06 $ 0.71 $ 0.26
======== ======== ======== ========
Diluted $ 0.25 $ 0.06 $ 0.68 $ 0.26
======== ======== ======== ========
Weighted average common shares outstanding
Basic 8,894 8,919 8,912 8,906
======== ======== ======== ========
Diluted 9,248 9,000 9,281 9,037
======== ======== ======== ========
</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>
NINE MONTHS ENDED
-------------------------
OCTOBER 28, OCTOBER 30,
2000 1999
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 6,343 $ 2,307
Adjustments to reconcile net income to cash
used by operating activities:
Loss on disposal of fixed assets 176 206
Depreciation 5,037 4,250
Provision for store closing costs -- 405
Changes in operating assets and liabilities (14,170) (11,031)
-------- --------
Net cash used in operating activities (2,614) (3,863)
-------- --------
Cash flows from investing activities:
Capital expenditures, net (8,962) (5,995)
-------- --------
Net cash used in investing activities (8,962) (5,995)
-------- --------
Cash flows from financing activities:
Issuance of common stock 295 71
Purchase of treasury stock (424) (213)
Sale of treasury stock under employee stock purchase plan 241 112
-------- --------
Net cash provided by (used in) financing activities 112 (30)
-------- --------
Net decrease in cash and cash equivalents (11,464) (9,888)
Cash and cash equivalents at beginning of period 18,643 16,353
-------- --------
Cash and cash equivalents at end of period $ 7,179 $ 6,465
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
GADZOOKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements contain all
adjustments (consisting of only normal recurring accruals) necessary to
present fairly the financial position as of October 28, 2000 and January
29, 2000, and the results of operations and cash flows for the third
quarter and nine months ended October 28, 2000 and October 30, 1999. The
results of operations for the third quarter and nine months then ended are
not necessarily indicative of the results to be expected for the full
fiscal year. The condensed consolidated balance sheet as of January 29,
2000 is derived from audited financial statements. The condensed
consolidated 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.
Classification of Discounts on Employee Sales: The Company has
historically recorded discounts related to the sale of merchandise to
employees as a component of selling, general and administrative expenses
("SG&A"). Beginning with the second quarter of fiscal 2000, such discounts
will be reported as a reduction of sales in all Company financial
statements. As a result, gross profit will be reduced by the amount of the
employee discounts each period, which will be totally offset by a like
reduction in SG&A expenses. In order to maintain consistency and
comparability between periods, employee discounts have been retroactively
reflected as a reduction of sales for the quarter ended October 30, 1999
and nine months ended October 28, 2000 and October 30, 1999. The
reclassification represents a change in income statement presentation only
and has no impact on net income or earnings per share. Employee discounts
totaled $320,000 and $308,000 for the third quarter ended October 28, 2000
and October 30, 1999, and $957,000 and $922,000 for the nine months ended
October 28, 2000 and October 30, 1999, respectively.
Principles of Consolidation: In June 2000, the Company completed a
corporate restructuring. The consolidated financial statements include the
accounts of Gadzooks, Inc. and its wholly-owned affiliates, Gadzooks
Holding Company and Gadzooks Management, L.P. All significant intercompany
transactions have been eliminated in consolidation.
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
6
<PAGE> 7
GADZOOKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Unaudited)
to borrow under the line of credit, as limited by the cash flow multiple,
totaled $13.7 million at October 28, 2000. No borrowings (excluding
letters of credit) were outstanding under the revolving line at October
28, 2000. Any amount borrowed under the revolving line of credit will
become due on June 1, 2001, the date the credit agreement matures.
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 October 28, 2000, six of the eight
stores had been closed with the remaining two slated for closure by the
end of fiscal 2000. As of October 28, 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 OCTOBER 28, 2000
------------------ ----------------- ------------------
<S> <C> <C> <C>
Lease termination
costs and other $119 $ 41 $ 78
---- ---- ----
Total $119 $ 41 $ 78
==== ==== ====
</TABLE>
Sales of the stores closed or slated for closure were $195,957 and
$659,434, and operating losses were ($21,016) and ($154,489) for the
quarters ended October 28, 2000 and October 30, 1999, respectively. Sales
of the stores closed or slated for closure were $617,878 and $2,298,120,
and operating losses were ($58,109) and ($605,290) for the nine months
ended October 28, 2000 and October 30, 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 NINE MONTHS ENDED
------------------------- ---------------------------
OCTOBER 28, OCTOBER 30, OCTOBER 28, OCTOBER 30,
2000 1999 2000 1999
----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Weighted average common shares
outstanding (basic) 8,894 8,919 8,912 8,906
Effect of dilutive options 354 81 369 131
-------- --------- --------- ---------
Weighted average common and
dilutive potential shares
outstanding (diluted) 9,248 9,000 9,281 9,037
======== ========= ========= =========
</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 131,476 and 536,953
for the quarters ended October 28, 2000 and October 30, 1999, and 99,316
and 402,578 for the nine months ended October 28, 2000 and October 30,
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 October 28, 2000, the Company had opened 43 new stores and closed one
store since the beginning of the fiscal year, and operated 368 stores in 35
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 the notes related thereto.
RESULTS OF OPERATIONS
The third quarter ended October 28, 2000 compared to the third quarter ended
October 30, 1999
Net Sales
Net sales increased approximately $11.1 million, or 19.8 percent, to $67.3
million during the third quarter of fiscal 2000 from $56.2 million during the
comparable quarter of fiscal 1999. The total Company sales increase was
attributed to comparable store sales increases ($5.1 million) and to the 50 new
stores not yet included in the comparable store sales base ($6.0 million).
Comparable store sales increased 9.3 percent for the third quarter of fiscal
2000. The Company experienced comparable store sales increases in its juniors,
unisex (t-shirts) and accessory categories, which more than offset decreases in
its men's and footwear categories. 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. The
overall increase in sales was due to an increase in unit sales, which was
slightly offset by a decrease in retail prices. A store becomes comparable after
it has been open for 14 full fiscal months.
Gross profit
Gross profit increased approximately $3.5 million to $18.5 million during the
third quarter of fiscal 2000 from $15.0 million during the comparable quarter of
fiscal 1999. As a percentage of net sales, gross profit increased approximately
90 basis points to 27.5 percent from 26.6 percent for the comparable quarter of
last year. The 90 basis point improvement was due to an increase in merchandise
margins as a percentage of sales and decreases in buying, distribution and store
occupancy costs as a percentage of sales. The increase in merchandise margins is
primarily the result of reduced promotional activities during the period and the
Company's expansion of its private label merchandise offerings, which generally
provide for higher initial markups and better merchandise margins.
Selling, general and administrative expenses
Selling, general and administrative expenses increased approximately $1.3
million to $15.1 million during the third quarter of 2000 from $13.8 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
approximately 210 basis points to 22.5 percent during the third quarter of
fiscal 2000 from 24.6 percent during the third quarter of last year. The
decrease in the SG&A percentage is due primarily to the Company's ability to
leverage corporate overhead and store costs as a result of the comparable store
sales increase. In addition, the Company was able to leverage corporate overhead
over its larger store base.
8
<PAGE> 9
Interest
The Company's net interest income increased $102,000 to $202,000 during the
third quarter of fiscal 2000 from $100,000 in the comparable period of last year
due primarily to higher average cash balances.
The nine months ended October 28, 2000 compared to the nine months ended October
30, 1999
Net Sales
Net sales increased approximately $29.4 million, or 17.8 percent, to $194.5
million during the first nine months of fiscal 2000 from $165.1 million during
the comparable period of fiscal 1999. The total Company sales increase was
primarily attributed to comparable store sales ($16.9 million) and, to a lesser
extent, the 50 new stores not yet included in the comparable store sales base
($12.5 million). Comparable store sales increased 10.5 percent for the first
nine months 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. The overall increase in sales was due to an
increase in unit sales, which was slightly offset by a decrease in retail
prices.
Gross profit
Gross profit increased approximately $9.2 million to $53.2 million during the
first nine months of fiscal 2000 from $44.0 million during the comparable period
of fiscal 1999. As a percentage of net sales, gross profit increased
approximately 70 basis points to 27.4 percent from 26.7 percent for the
comparable nine months of last year. The 70 basis point improvement was the
result of decreases in buying, distribution and store occupancy costs as a
percentage of sales, offset by slightly lower merchandise margins as a
percentage of sales. The decreases in buying, distribution and store occupancy
costs as a percentage of sales were due to the leveraging effect of the 10.5
percent year-to-date comparable store sales increase. The slight decline in
merchandise margin as a percentage of sales was caused primarily by increased
retail markdowns during the first six months of the year.
Selling, general and administrative expenses
SG&A increased approximately $3.5 million to $43.8 million during the first nine
months of 2000 from $40.3 million during the comparable nine months 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 190 basis points to 22.5 percent
during the first nine months of fiscal 2000 from 24.4 percent during the
comparable nine months of last year. The decrease in the SG&A percentage is due
primarily to the Company's ability to leverage corporate overhead and store
payroll costs as a result of the comparable store sales increase.
Interest
The Company's net interest income increased $300,000 to $659,000 during the
first nine months of fiscal 2000 from $359,000 in the comparable period of last
year due primarily to higher average cash balances.
9
<PAGE> 10
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 October 28, 2000, cash and cash equivalents were $7.2 million, down $11.5
million since January 29, 2000. The Company's primary uses of cash so far this
year are as follows: increased inventory levels of $10.5 million, capital
expenditures of $9.0 million primarily for new or remodeled stores and
outfitting some stores with loss prevention systems, an increase in accounts
receivable of $4.9 million and a decrease in accounts payable of $3.3 million.
The Company opened 43 new stores during the first nine months of 2000 as
compared with 15 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 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 $13.7 million at October 28, 2000. No borrowings
(excluding letters of credit) were outstanding under the revolving line at
October 28, 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
As of the filing date of this document, the Company has opened all 52 new stores
scheduled for opening this year. Capital expenditures for the remainder of the
year are estimated to be approximately $2.0 million to complete the new stores,
update or remodel existing stores and to purchase and/or upgrade information
systems.
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.
10
<PAGE> 11
NEW ACCOUNTING PRONOUNCEMENTS
Accounting for derivatives and hedging activities -- In June 1998, the Financial
Accounting Standards Board ("FASB") 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
("SEC") issued Staff Accounting Bulletin No. 101, Revenue Recognition in
Financial Statements ("SAB 101"). The SEC has extended the implementation date
of SAB 101 until no later than the fourth quarter of fiscal years beginning
after December 15, 1999. Based on management's review of SAB 101 to date, the
Company does 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.
Accounting for certain transactions involving stock compensation - In March
2000, the FASB issued FIN 44, "Accounting for Certain Transactions Involving
Stock Compensation (an interpretation of APB Opinion No. 25)". FIN 44 clarifies
the application of APB 25 for certain issues and was effective July 1, 2000. The
adoption of the interpretation did not have a significant impact on the
Company's financial statements.
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 revolving line of credit.
STATEMENT REGARDING FORWARD-LOOKING DISCLOSURES
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," may 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 on Exhibits
(b) None
11
<PAGE> 12
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: December 11, 2000 By: /s/ JAMES A. MOTLEY
-----------------------------------------
James A. Motley
Vice President/Chief Financial Officer
(Chief Accounting Officer and
Duly Authorized Officer of the Registrant)
12
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF DOCUMENTS
-------- ------------------------
<S> <C>
3.1 -- Third 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>
13
<PAGE> 14
<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).
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<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
(filed with the Commission on June 13, 2000 and incorporated herein
by reference).
10.25 -- Management Services Agreement by and between Gadzooks Management,
L.P. and Gadzooks, Inc. dated June 28, 2000 (filed as Exhibit 10.25
in the Company's Quarterly Report on Form 10-Q filed with the
Commission on September 12, 2000 and incorporated herein by
reference).
10.26 -- Lease and Occupancy Agreement between Gadzooks, Inc. and Gadzooks
Management, L.P. dated June 28, 2000 (filed as Exhibit 10.26 to the
Company's Quarterly Form 10Q filed with the Commission on September
12, 2000 and incorporated herein by reference).
10.27 -- Amendment No. 7 to the Gadzooks, Inc. 1992 Incentive and
Nonstatutory Stock Option Plan dated as of March 30, 2000 (filed as
Exhibit 4.9 to the Company's Form S-8 (No. 333-48350) filed with the
Commission on October 20, 2000 and incorporated herein by
reference).
10.28 -- Amendment No. 1 to the Gadzooks, Inc. Employee Stock Purchase Plan
dated as of March 30, 2000 (filed as Exhibit 4.11 to the Company's
form S-8 (No. 333-48350) filed with the Commission on October 20,
2000 and incorporated herein by reference).
22 -- Definitive Proxy statement pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (filed with the Commission on May
12, 2000 and incorporated herein by reference).
27* -- Financial Data Schedule.
</TABLE>
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* Filed herewith (unless otherwise indicated, exhibits are previously filed).
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