FORM 10-QSB. --- QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997 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 1-13518
Gaylord Companies, Inc.
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(Exact name of small business issuer as specified in its charter)
Delaware 31-1421571
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4006 Venture Court, Columbus, Ohio 43228
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(Address of Principal Executive Office)
(614) 771-2777
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(Issuer's telephone number)
Check whether the issuer (1) 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
State the number of shares outstanding of each of the registrant's
classes of common equity, as of the last practicable date: 3,785,000 as of March
31, 1997.
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GAYLORD COMPANIES, INC.
INDEX
Page
Number
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet as of March 31, 1997 (unaudited) 1
Consolidated Statements of Operations (unaudited) for the
Three months ended March 31, 1997 and 1996 2
Consolidated Statements of Cash Flows (unaudited) for the
Three months ended March 31, 1997 and 1996 3
Notes to the financial statements 4-5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-9
PART II - OTHER INFORMATION 10
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature 11
Exhibit Index 14-16
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GAYLORD COMPANIES, INC.
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET
MARCH 31, 1997
(UNAUDITED)
ASSETS
<S> <C>
CURRENT ASSETS:
Cash $ -
Accounts receivable - trade 46,448
Other receivables 192,535
Inventories 2,192,998
Prepaid expenses and other current assets 229,826
----------------
TOTAL CURRENT ASSETS 2,661,807
PROPERTY AND EQUIPMENT 681,065
GOODWILL 118,952
DEFERRED INCOME TAXES 398,187
INVESTMENT 125,000
OTHER ASSETS 28,044
----------------
$ 4,013,055
================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,960,945
Line of credit 395,000
Note payabe - short term 120,000
Sales tax payable 88,710
Current portion of long-term debt 164,994
Current installments of capital lease obligations 6,715
Other current liabilities 182,275
----------------
TOTAL CURRENT LIABILITIES 2,918,639
Senior Note 233,167
----------------
3,151,806
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COMMITMENTS
STOCKHOLDERS' EQUITY:
Receivable For Stock (168,571)
Unearned Stock Compensation (212,981)
Cumulative preferred stock, par value $.01 per share; 1,500,000 shares
authorized, 60,000 shares issued and outstanding 300,000
Common stock, par value $.01 per share; 10,000,000 shares
authorized, 3,785,000 shares issued and outstanding 37,850
Paid-in-capital in excess of par 2,487,438
Retained earnings (deficit) (1,582,487)
----------------
TOTAL STOCKHOLDERS' EQUITY 861,249
----------------
$ 4,013,055
================
See notes to consolidated financial statements.
1
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<TABLE>
<CAPTION>
GAYLORD COMPANIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Three Months Ended
March 31,
-----------------------------------
1997 1996
---------------- ----------------
<S> <C> <C>
NET SALES $ 2,907,690 $ 2,884,819
COST OF GOODS SOLD, including store occupancy and
delivery costs 2,259,115 2,206,362
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GROSS PROFIT 648,575 678,457
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OPERATING EXPENSES:
Store operating expenses 662,210 604,292
Administrative 406,414 310,200
Depreciation and amortization 52,786 48,062
---------------- ----------------
1,121,410 962,554
---------------- ----------------
OPERATING INCOME (LOSS) (472,835) (284,097)
---------------- ----------------
OTHER INCOME (EXPENSE):
Interest expense - net (81,255) (76,817)
Amortization of discount on notes payable (18,500) -
Other income (expense) (15) (14,355)
---------------- ----------------
(99,770) (91,172)
---------------- ----------------
INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT) (572,605) (375,269)
INCOME TAX EXPENSE (BENEFIT) 1,663 (150,107)
---------------- ----------------
NET INCOME (LOSS) $ (574,268) $ (225,162)
================ ================
EARNINGS (LOSS) PER COMMON SHARE $ (0.16) $ (0.08)
================ ================
WEIGHTED AVERAGE COMMON SHARES USED 3,685,000 2,750,000
================ ================
See notes to consolidated financial statements.
2
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<TABLE>
<CAPTION>
GAYLORD COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31,
-----------------------------------
1997 1996
--------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income (loss) $ (574,268) $ (225,162)
--------------- ----------------
Adjustments to reconcile net income (loss) to net
cash provided (used) by operating activities:
Depreciation and amortization 52,786 48,062
Noncash imputed compensation expense 33,686 -
Amortization of discounts on notes payable 18,500 -
Changes in assets and liabilities:
Decrease (increase) in accounts receivable 33,881 9,529
Decrease (increase) in other receivables (15,319) (21,426)
Decrease (increase) in inventory 17,242 (38,243)
Decrease (increase) in prepaid expenses and other assets (19,287) 127
Decrease (increase) in refundable income taxes - (150,250)
Increase (decrease) in accounts payable (34,709) (110,588)
Increase (decrease) in sales tax payable (101,764) (100,485)
Increase (decrease) in other current liabilties (72,675) (138,430)
--------------- ----------------
Total adjustments (87,659) (501,704)
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NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (661,927) (726,866)
--------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (3,836) (1,501)
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NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (3,836) (1,501)
--------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt - 395,000
Repayments of debt (150,000) (48,775)
Principal payments of capital lease obligations (2,755) (2,751)
--------------- ----------------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (152,755) 343,474
--------------- ----------------
NET INCREASE (DECREASE) IN CASH (818,518) (384,893)
CASH AT BEGINNING OF PERIOD 818,518 899,019
--------------- ----------------
CASH AT END OF PERIOD $ - $ 514,126
=============== ================
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid during the period for:
Interest $ 64,068 $ 15,612
=============== ================
Income taxes $ - $ -
=============== ================
See notes to consolidated financial statements.
3
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<PAGE>
GAYLORD COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1997
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying financial statements are unaudited, but
reflect all adjustments which, in the opinion of management, are
necessary for a fair presentation of financial position and the results
of operations for the interim periods presented. All such adjustments
are of a normal and recurring nature. The results of operations for any
interim period are not necessarily indicative of the results attainable
for a full fiscal year.
2. LOSS PER SHARE
Per share information is computed based on the weighted
average number of shares outstanding during the period with net income
(loss) reduced by preferred stock dividends.
3. CONSULTING AGREEMENT
In February 1997, the Company issued 150,000 shares to an
individual in exchange for a two year consulting agreement. The shares
were valued at their fair value which results in a consulting charge of
$150,000 which is being amortized over the two year term of the
consulting agreement.
4. LOAN AGREEMENT
In April 1997, the Company entered into a loan and security agreement
(the "Agreement") with Greenfield Commercial Credit, L.L.C. (the
"Lender"). Pursuant to the agreement, the lender established a
revolving credit loan facility for the Company in an amount of up to
$1,000,000 (the "Revolving Credit Loan") and advanced $350,000 at
closing as a term loan (the "Term Loan"). The Term Loan and Revolving
Credit Loan are referred to as the "Loans".
The Revolving Credit Loan bears interest at the prime rate plus eight
percent per annum. The Term Loan bears interest at the prime rate plus
five and eighty-five hundredths
4
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percent per annum. The Revolving Credit Loan is payable upon demand,
but if demand is not made, than not later than July 22, 1997, subject
to the Company's right to extend the maturity date until October 20,
1997 upon the payment of an extension fee of $5,000. The Term Loan is
payable upon demand, but if demand is not made, then not later than
October 20, 1997. The Loans are secured by a lien on substantially all
of the Company's assets. The Loans have been guaranteed by the
Company's Chairman of the Board and Chief Executive Officer and such
guarantee is secured by a third mortgage on his principal residence.
The proceeds of the loans were used primarily to repay amounts owed to
Bank One Columbus, N.A. and for working capital purposes.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
FORWARD - LOOKING STATEMENTS
When used in the Form 10-QSB and future filings by the Company with the
Securities and Exchange Commission, the words or phrase "will likely result",
"the Company expects", "will continue", "is anticipated", "project" or "outlook"
or similar expressions are intended to identify "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. The
Company wishes to caution readers not to place undue reliance on such
forward-looking statements, each of which speak only as of the date made. Such
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. The Company has no obligation to publicly release the
result of any revisions which may be made to any forward-looking statements to
reflect anticipated or unanticipated events or circumstances occurring after the
date of such statements.
RESULTS OF OPERATIONS
Three Months Ended March 31, 1996 and 1997
Consolidated Operations
The Company incurred a net loss of $574,268 in the three months ended
March 31, 1997 as compared to a net loss of $225,162 for the comparable period
in the prior year. Management believes that the increase in the net loss was
primarily due to lower comparable store sales, higher store operating expenses
and higher administrative expenses in the three months ended March 31, 1997 as
compared to the same period in 1996. Additionally, the Company recorded a tax
expense of $1,663 in the three months ended March 31, 1997 as compared to a tax
benefit of $150,107 for the prior year.
Net sales in the three months ended March 31, 1997 were $2,907,690, an
0.8% increase over net sales of $2,884,819 for the comparable period in the
prior year. Management believes that the increase was due primarily to the fact
that while comparable store sales decreased 5.2%, the two newest Cookstores that
were opened on December 1, 1996 contributed additional sales for the three
months ended March 31, 1997 as compared to the same period in the prior year.
Cost of goods sold, including store occupancy and delivery costs, was
$2,259,115 for the three months ended March 31, 1997 as compared to $2,206,362
for the three months ended March 31, 1996. Management believes that such
increase was due primarily to addition of the costs of goods sold, including
store occupancy and delivery costs from the two newest Cookstores that were
opened on December 1, 1996. Gross profit as a percentage of net sales was 22.3%
for the three months ended March 31, 1997 as compared to 23.5% during the same
period in 1996. Management believes that the decrease in gross profit as a
percentage of net sales in the
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three months ended March 31, 1997 as compared to the same period in the prior
year is due primarily to the fact that while comparable store sales decreased,
occupancy costs remained relatively fixed.
Store operating expenses for the three months ended March 31, 1997 were
$662,210 compared to $604,292 for the three months ended March 31, 1996.
Management believes that the increase in such expenses was due primarily to the
addition of store level expenses from the two newest Cookstores that were opened
on December 1, 1996. Store operating expenses were 22.8% of net sales for the
three months ended March 31, 1997 as compared to 21.0% in the same period in
1996. Management believes that the increase in such expenses as a percentage of
net sales is due primarily to the fact that while store level operating expenses
increased in the three months ended March 31, 1997 as compared to the same
period in the prior year, comparable store sales decreased.
Administrative expenses for the three months ended March 31, 1997 were
$400,164 compared to $310,200 for the three months ended March 31, 1996.
Management believes that the increase in administrative expenses is due
primarily to an increase in various professional, consulting and financing fees
and expenses in the three months ended March 31, 1997 as compared to the same
period in the prior year.
Depreciation and amortization for the three months ended March 31, 1997
were $52,786 compared to $48,062 for the three months ended March 31, 1996.
Interest expenses for the three months ended March 31, 1997 were
$84,953 compared to $76,817 for the three months ended March 31, 1996.
Amortization of discount on notes payable for the three months ended
March 31, 1997 was $18,500 compared to $0 for the three months ended March 31,
1996.
Cookstore Operations
Net sales in the three months ended March 31, 1997 were $747,534, a
29.0% increase over net sales of $579,541 during the same period in the prior
year. The increase was due primarily to the opening of the two newest Cookstores
on December 1, 1996. Comparable store net sales were down 1.0% in the three
months ended March 31, 1997 as compared to the same period in the prior year.
Cost of goods sold, including store occupancy and delivery costs, was
$578,633 for the three months ended March 31, 1997 as compared to $420,425 for
the three months ended March 31, 1996. Management believes that such increase
was due primarily to the increased level of sales and the inclusion of the
occupancy costs for the two newest Cookstores opened on December 1, 1996. Gross
profit as a percentage of net sales was 22.6% for the three months ended March
31, 1997 as compared to 27.5% during the same period in 1996. Management
believes that the primary reasons for the lower gross profit as a percentage of
net sales for the three months ended March 31, 1997, as compared to the same
period in 1996, are higher
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<PAGE>
occupancy costs as a percentage of net sales due primarily to a lower than
normal level of sales in the two newest Cookstores that were just recently
opened and have not yet reached maturity and lower comparable store sales while
occupancy costs in the comparable stores remained relatively fixed.
Bookstore Operations
Net sales in the three months ended March 31, 1997 were $2,160,156, a
6.3% decrease over net sales of $2,305,278 in the prior year. Management
believes that the decrease was due primarily to the fact that Superstores
bookstores in Cincinnati and Columbus (Sawmill Road) posted significant sales
decreases in the three months ended March 31, 1997 as a result of new
competition from stores operated by Barnes and Noble, Inc. and Borders-Walden
Group, Inc., in close proximity. All Bookstore net sales are comparable in the
period.
Cost of goods sold, including store occupancy and delivery costs, was
$1,680,482 for the three months ended March 31, 1997 as compared to $1,785,936
for the three months ended March 31, 1996. Gross profit as a percentage of net
sales was 22.2% for the three months ended March 31, 1997 as compared to 22.5%
during the same period in 1996. Management believes that the decrease in the
gross profit as a percentage of net sales for the three months ended March 31,
1997 as compared to the same period in the prior three months ended is due
primarily to the fact that while sales decreased, occupancy costs remained
relatively fixed.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997, the Company had a working capital deficit of
$256,832 compared to working capital of $231,457 at year end December 31, 1996.
This $488,289 decrease is primarily attributable to the net loss incurred during
the quarter. Cash used by operating activities was $661,972, resulting from the
net loss of $568,018 adjusted by non-cash charges of $98,722 and decreased by
changes in operating assets and liabilities of $192,631.
In April 1997, the Company entered into a loan and security agreement
(the "Agreement") with Greenfield Commercial Credit, L.L.C. (the "Lender").
Pursuant to the agreement, the lender established a revolving credit loan
facility for the Company in an amount of up to $1,000,000 (the "Revolving Credit
Loan") and advanced $350,000 at closing as a term loan (the "Term Loan"). The
Term Loan and Revolving Credit Loan are referred to as the "Loans".
The Revolving Credit Loan bears interest at the prime rate plus eight
percent per annum. The Term Loan bears interest at the prime rate plus five and
eighty-five hundredths percent per annum. The Revolving Credit Loan is payable
upon demand, but if demand is not made, than not later than July 22, 1997,
subject to the Company's right to extend the maturity date until October 20,
1997 upon the payment of an extension fee of $5,000. The Term Loan is payable
upon demand, but if demand is not made, then not later than October 20, 1997.
The Loans are secured by a lien on substantially all of the Company's assets.
The Loans have been guaranteed by the Company's Chairman of the Board and Chief
Executive Officer and such guarantee is
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<PAGE>
secured by a third mortgage on his principal residence. The proceeds of the
loans were used primarily to repay amounts owed to Bank One Columbus, N.A. and
for working capital purposes.
The failure of the Company to refinance the Loans, of which there can
be no assurance, would have a material adverse effect on the Company. The
Company is seeking to raise additional equity capital and to obtain a more
permanent credit facility. The Company believes that it is necessary for it to
obtain such financing for it to be able to increase the number of cookstores and
become profitable.
At March 31, 1997, the Company had approximately $398,000 recorded as
deferred tax assets, representing amounts the Company believes are more likely
than not to recovered through future operations, of which there can be no
assurance. Taxable income would need to aggregate approximately $1,000,000 prior
to expiration of the related net operating loss carryforwards in the year 2011,
for the Company to realize their full benefit. The Company's evaluation of the
recoverability of the deferred tax assets is based on certain assumptions
regarding future operations, of which there can be no assurance. Specifically,
such evaluation assumes an annualized profitability on the two new cookstores
opened in December 1996, the anticipation of opening two additional new
cookstores within three years of December 31, 1996 and that such stores will
experience similar profitability to the Company's existing Cookstores.
-9-
<PAGE>
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS - None
Item 2. CHANGES IN SECURITIES - None
Item 3. DEFAULTS UPON SENIOR SECURITIES - None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS - None
Item 5. OTHER INFORMATION - None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibit Index
b) Reports on Form 8-K
The Company did not file any reports on Form 8-K
during the three months ended March 31, 1997.
However, the Company filed a report on Form 8-K with
respect to the loans from Greenfield Commercial
Credit, L.L.C. on May 8, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GAYLORD COMPANIES, INC.
By: /s/ John Gaylord
Chairman and Chief Executive Officer
Date: May 19, 1997
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<PAGE>
Number Description of Exhibit
1.1 -- Form of Underwriting Agreement between the Company and the
Underwriters.+
3.1 -- Certificate of Incorporation of the Company.+
3.2 -- By-Laws of the Company.+
4.1 -- Form of Warrant Agreement between the Company and Continental Stock
Transfer & Trust Company, as warrant agent.+
4.2 -- Specimen Certificate of the Company's Common Stock.+
4.3 -- 1994 Stock Option Plan, as amended.+
4.4 -- Specimen Certificate of the Company's Warrant.+
4.5 -- Form of Underwriter's Warrants.+
4.6 -- Option Agreement between the Company and Lido Equities Corp.**
4.7 -- Option Agreement between the Company and Solay, Inc.**
4.8 -- Stock Option Agreement between the Company and Rodika Salter.**
4.9 -- Form of Convertible Note.**
10.1 -- Form of Employment Agreement between the Company and John D. Critser.+
10.2 -- Form of Employment Agreement between the Company and John Gaylord.+
10.3 -- Form of Employment Agreement between the Company and George Gaylord.+
10.4 -- Agreements between the Subsidiaries and Bank One, Columbus, N.A.+
10.5 -- Exchange Agreement, dated as of August 1, 1994, by and among George
Gaylord, John Gaylord, Janet Gaylord Goodburn, Susan Gaylord Noble,
Judy Gaylord, Jennifer Lynn Gaylord, John D. Critser and Gaylord
Companies, Inc.+
10.6 -- Lease, dated September 30, 1987, between UAP-Columbus JV326132, as
Landlord, and Gaylord Book Company, as Tenant, as amended, for premises
located at 1655 and 1657 West Lane Avenue, Lane Avenue Shopping Center,
Upper Arlington, Ohio.+
10.7 -- Lease, dated December 15, 1988, between Retail Projects of
Cincinnati, Inc., as Landlord, and Little Professor Enterprises,
Inc., as Tenant, as subsequently assigned to Gaylord's Inc. and
amended, for premises located at Space 180, Forest Fair Mall, Forest
Park, Ohio.+
10.8 -- Lease, dated June 13, 1989, between UAP-Columbus JV326132, as
Landlord, and The Cookstore, Inc., as Tenant, as amended, for premises
located at 1677 West Lane Avenue, M-1/4 and M-6, Lane Avenue Shopping
Center, Upper Arlington, Ohio.+
10.9 -- Lease, dated September 24, 1990, between Planned Communities
Company, as Landlord, and Little Professor Enterprises, Inc., as
Tenant, for premises located at Worthington Square Shopping Center,
Worthington, Ohio.+
10.10 -- Lease, dated July 16, 1992, between Sawmill Place Plaza Associates,
as Landlord, and Little Professor Enterprises, Inc., as Tenant, as
amended, for premises known as Space 122, Plaza at Sawmill Place, 2700
Sawmill Place Blvd., Columbus, Ohio.+
10.11 -- Lease, dated September 10, 1993, between UAP-Columbus, JV326132, as
Landlord, and Gaylord Book Co., Inc., as Tenant, as amended, for
premises located at 1595 West Lane Avenue, Upper Arlington, Ohio.+
10.12 -- Lease, dated September 13, 1993, between Aetna Life Insurance
Company, as Landlord, and Gaylord Companies, Inc., as Tenant, for
premises located at Worthington Mall, Worthington, Ohio.+
12
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Number Description of Exhibit
10.13 -- Lease, dated October 21, 1993, between Greater Boardman Plaza, Inc., as
Landlord, and Gaylord Enterprises, Inc., as Tenant, for premises
located at Room No. 101, Greater Boardman Plaza Shopping Center, 255
Boardman-Canfield Road, Youngstown, Ohio.+
10.14 -- Lease, dated July 15, 1994, between Glimcher Properties Limited
Partnership, as Landlord, and Gaylord Companies, as Tenant, for
premises located at the Mall at Fairfield Commons, Store #E181,
Beavercreek, Ohio.+
10.15 -- Lease, dated August 19, 1994, between DeBartolo Capital Partnership,
as Landlord, and The Cookstore Inc., as Tenant, for premises located at
Room 240, Summit Mall Shopping Center, 3265 West Market Street, Akron,
Ohio.+
10.16 -- Sublease, dated August 31, 1994, between J.E. Hanger, Inc.,
sublessor and The Gaylord Companies, Inc., sublessee, as a sublease
under the master lease dated April 23, 1991 between Teachers Insurance
and Annuity Association, as lessor, and J. E. Hanger, Inc., as lessee,
for premises located at 4006 Venture Court, Columbus, Ohio.+
10.17 -- Consignment Agreement, dated February 25, 1989, between Ingram
Industries, Inc., as Consignor, and Gaylord's, Inc., as Consignee,
relating to the store located at 1018 Forest Fair Drive, Cincinnati,
Ohio.+
10.18 -- Consignment Agreement dated May 21, 1991, between Ingram Book
Company, as Consignor, and Little Professor Enterprises, Inc., as
Consignee, relating to the store located at 155 Worthington Square,
Worthington, Ohio.+
10.19 -- Consignment Agreement, dated February 10, 1993, between Ingram Book
Company, as Consignor, and Gaylord Book Company, as Consignee, relating
to the store located at 1646 W.
Lane Avenue, Columbus, Ohio.+
10.20 -- Consignment Agreement, dated February 10, 1993, between Ingram Book
Company, as Consignor, and Little Professor Enterprises, Inc., as
Consignee, relating to the store located at 6490 Sawmill Road,
Columbus, Ohio.+
10.21 -- Consignment Agreement, dated December 1993, between Ingram Book
Company, as Consignor, and Gaylord Enterprises, Inc., as Consignee,
relating to the store located at 101 Boardman-Canfield Road, Boardman,
Ohio.+
10.22 -- License Agreement, dated as of January 1, 1994, between Sawworth Book
Company, as License Owner, and Little Professor Book Centers, Inc., as
Franchisor, relating to 155 Worthington Square, Worthington, Ohio. +
10.23 -- License Agreement, dated as of January 1, 1994, between Sawworth
Book Company, as License Owner, and Little Professor Book Centers,
Inc., as Franchisor, relating to 6490 Sawmill Road, Columbus, Ohio.+
10.24 -- License Agreement, dated as of January 1, 1994, between Gaylord
Enterprises, Inc., as License Owner, and Little Professor Book Centers,
Inc., as Franchisor, relating to 101 Boardman-Canfield Road, Boardman,
Ohio.+
10.25 -- License Agreement, dated as of January 1, 1994, between Gaylord's,
Inc., as License Owner, and Little Professor Book Centers, Inc., as
Franchisor, relating to 1018 Forest Fair Drive, Cincinnati, Ohio.+
10.26 -- License Agreement, dated as of January 1, 1994, between Gaylord Book
Company, as License Owner, and Little Professor Book Centers, Inc., as
Franchisor, relating to 1657 W. Lane Avenue, Columbus, Ohio.+
13
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Number Description of Exhibit
10.27 -- Agreement, dated as of January 1, 1994, between the Company and
Little Professor Book Centers, Inc.+
10.28 -- Letter Agreement, dated September 12, 1994, from Little Professor Book
Centers, Inc. to Gaylord Family Limited.+
10.29 -- Mutual Release Agreement, dated September 12, 1994, among Little
Professor Book Centers, Inc. and the Company Gaylord's, Inc., Gaylord
Family Investments, Inc., Gaylord Book Company, Sawworth Book Company,
Gaylord Enterprises, Inc., Gaylord Family Limited, George Gaylord and
John Gaylord.+
10.30 -- Form of Engagement Agreement: Financial Consultant Services between the
Underwriter and the Company.+
10.31 -- Consulting Agreement dated as of April 23, 1996 by and between Solay,
Inc. and the Company.**
10.32 -- Consulting Agreement between the Company and Lido Equities Corp.**
10.33 -- Amendments to Agreements between the Company and Bank One Columbus,
N.A.**
10.34 -- Amendment No. 1 to Employment Agreement between the Company and John
Critser.**
10.35 -- Amendment No. 1 to Employment Agreement between the Company and John
Gaylord.**
10.36 -- Amendment No. 1 to Employment Agreement between the Company and George
Gaylord.**
16.1 -- Letter from KPMG Peat Marwick, LLP on change in certifying accountant.+
21.1 -- List of Subsidiaries.+
27.1 -- Financial Data Schedule.
+ Previously filed with the Registration Statement on Form SB-2, Registration
No. 33-90832.
** Previously filed with the Registration Statement on Form SB-2, Registration
No. 33-07324.
14
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
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<CIK> 0000930114
<NAME> GAYLORD COMPANIES
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<CURRENCY> U.S.
<S> <C>
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<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
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0
300,000
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<EPS-PRIMARY> (.16)
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