-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LnJw2dF85nBsoayoPbNwTeN0EmfZL+TxXAH5XnEXaxg1o4uYnwI0onnNL7tJdaw8 iTUByRvj6Rck9CLC30m8RA== 0000950134-00-010410.txt : 20001212 0000950134-00-010410.hdr.sgml : 20001212 ACCESSION NUMBER: 0000950134-00-010410 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001028 FILED AS OF DATE: 20001211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GADZOOKS INC CENTRAL INDEX KEY: 0000924140 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 742261048 STATE OF INCORPORATION: TX FISCAL YEAR END: 0127 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-26732 FILM NUMBER: 787080 BUSINESS ADDRESS: STREET 1: 4121 INTERNATIONAL PKWY CITY: CARROLLTON STATE: TX ZIP: 75007 BUSINESS PHONE: 9723075555 MAIL ADDRESS: STREET 1: 4121 INTERNTIONAL PKWY CITY: CARROLLTON STATE: TX ZIP: 75007 10-Q 1 d82535e10-q.txt FORM 10-Q FOR QUARTER ENDED OCTOBER 28, 2000 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) 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)
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. 2 GADZOOKS, INC. FORM 10-Q For the Quarter Ended October 28, 2000 INDEX
PAGE ---- 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
2 3 PART I - FINANCIAL INFORMATION GADZOOKS, INC. CONDENSED BALANCE SHEETS - -------------------------------------------------------------------------------- (In thousands) (Unaudited)
OCTOBER 28, JANUARY 29, 2000 2000 ----------- ----------- 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 ========= =========
The accompanying notes are an integral part of these financial statements. 3 4 GADZOOKS, INC. CONDENSED STATEMENTS OF OPERATIONS - -------------------------------------------------------------------------------- (In thousands, except per share data) (Unaudited)
THIRD QUARTER ENDED NINE MONTHS ENDED ------------------------ ------------------------ OCTOBER 28, OCTOBER 30, OCTOBER 28, OCTOBER 30, 2000 1999 2000 1999 ---------- ----------- ---------- ----------- 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 ======== ======== ======== ========
The accompanying notes are an integral part of these financial statements. 4 5 GADZOOKS, INC. CONDENSED STATEMENTS OF CASH FLOWS - -------------------------------------------------------------------------------- (In thousands) (Unaudited)
NINE MONTHS ENDED ------------------------- OCTOBER 28, OCTOBER 30, 2000 1999 ------------ ----------- 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 ======== ========
The accompanying notes are an integral part of these financial statements. 5 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 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).
BALANCE AT CURRENT PERIOD BALANCE AT JANUARY 29, 2000 ACTIVITY OCTOBER 28, 2000 ------------------ ----------------- ------------------ Lease termination costs and other $119 $ 41 $ 78 ---- ---- ---- Total $119 $ 41 $ 78 ==== ==== ====
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):
QUARTER ENDED NINE MONTHS ENDED ------------------------- --------------------------- OCTOBER 28, OCTOBER 30, OCTOBER 28, OCTOBER 30, 2000 1999 2000 1999 ----------- ---------- ---------- ----------- 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 ======== ========= ========= =========
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 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 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 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 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 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 13 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF DOCUMENTS - -------- ------------------------ 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).
13 14 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).
14 15 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.
- -------------- * Filed herewith (unless otherwise indicated, exhibits are previously filed). 15 EX-27 2 d82535ex27.txt FINANCIAL DATA SCHEDULE
5 1000 9-MOS FEB-03-2001 JAN-30-2000 OCT-28-2000 7,179 0 6,092 0 54,912 71,697 56,625 22,683 105,639 30,141 0 0 0 90 72,510 72,600 194,506 194,506 141,313 141,313 0 0 0 10,034 3,691 6,343 0 0 0 6,343 0.71 0.68
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