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1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 3, 1996
Commission file number 1-8897
CONSOLIDATED STORES CORPORATION
A Delaware Corporation
IRS No. 06-1119097
1105 North Market Street, Suite 1300
P.O. Box 8985
Wilmington, Delaware 19899
(302) 478-4896
Securities registered pursuant to Section 12(b) of the Act:
Name of each Exchange
Title of each class on which registered
------------------- -------------------
Common Stock $.01 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Indicate 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, and (2) has been subject to such filing requirements for
the past 90 days. Yes [ X ] No [ ]
Indicate if the disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant's knowledge, in a definitive proxy or information statement
incorporated by reference in Part III of this FORM 1O-K or any amendment to
this FORM 1O-K [ ]
The aggregate market value (based on the closing price on the New York Stock
Exchange) of the Common Stock of the Registrant held by non affiliates of the
Registrant was $1,628,740,216 on April 12, 1996. For purposes of this response,
executive officers and directors are deemed to be the affiliates of the
Registrant and the holdings by non affiliates was computed as 47,904,124
shares.
The number of shares of Common Stock $.01 par value per share, outstanding as
of April 12, 1996, was 48,044,742 and there were no shares of Non-Voting Common
Stock, $.01 par value per share outstanding at that date.
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FORM 10-K
ANNUAL REPORT
FOR THE FISCAL YEAR ENDED FEBRUARY 3, 1996
TABLE OF CONTENTS
PART I
Page
----
Item 1. Business 3
Item 2. Properties 8
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to Vote of Security Holders 9
PART II
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters 11
Item 6. Selected Financial Data 11
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
Item 8. Financial Statements and Supplementary Data 16
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures 30
PART III
Item 10. Directors and Executive Officers of the Registrant 30
Item 11. Executive Compensation 31
Item 12. Security Ownership of Certain Beneficial Owners and 35
Management
Item 13. Certain Relationships and Related Transactions 36
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 36
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PART I
ITEM 1 BUSINESS
INDUSTRY OVERVIEW
Close-out retailing is one of the fastest-growing segments of the retail
industry in the United States. Close-out retailers provide a valuable service
to manufacturers by purchasing excess product that generally result from
production overruns, package changes, discontinued products and returns.
Close-out retailers also take advantage of generally low prices in the
off-season by buying and warehousing seasonal merchandise for future sale. As a
result of these lower costs of goods sold, close-out retailers can offer
merchandise at prices significantly lower than those offered by traditional
retailers.
Recent trends in the retail industry are favorable to close-out retailers.
These trends include retailer consolidations and just-in-time inventory
processes, which have resulted in a shift of inventory risk from retailers to
manufacturers. In addition, in order to maintain their market share in an
increasingly competitive environment, manufacturers are introducing new
products and new packaging on a more frequent basis. The Company believes that
these trends have helped make close-out retailers an integral part of
manufacturers' overall distribution process. As a result, manufacturers are
increasingly looking for larger, more sophisticated close-out retailers, such
as the Company, that can purchase larger quantities of merchandise and can
control the distribution and advertising of specific products.
THE COMPANY
The Company is the nation's largest close-out retailer with 861 stores located
in 39 states. The Company operates retail close-out stores, primarily under the
names Odd Lots/Big Lots, iTZADEAL!, All For One, The Amazing Toy Store and Toy
Liquidators. The Company's stores offer substantial savings on a wide variety
of name-brand consumer products, including food items, health and beauty aids,
electronics, housewares, tools, paint, lawn and garden, hardware, sporting
goods, toys and softlines. In addition, the stores supplement their broad
offering of items in core product categories with a changing mix of new
merchandise and seasonal goods such as back-to-school and holiday merchandise.
The Company's close-out merchandise primarily consists of new, name-brand
products obtained from manufacturers' excess inventories, which generally
result from production overruns, package changes, discontinued products and
returns.
Over the past five fiscal years, the Company has experienced substantial growth
in net sales, operating profit and earnings per share. Net sales have increased
from $771.5 million in fiscal 1991 to $1,512.3 million in fiscal 1995, a
compound annual growth rate of 18.3%. This growth has been driven by new store
openings and comparable store sales gains. The number of stores has increased
from 337 to 861 during this five-year period, while total retail selling space
increased from approximately 7.0 million square feet to approximately 12.0
million square feet, a compound annual growth rate of 14.4%. Merchandising
improvements have increased average sales per square foot from approximately
$109.00 in fiscal 1991 to approximately $127.00 in fiscal 1995. Comparable
store sales increases were 5.6%, 4.3%, 1.8%, 3.5% and 4.3% in fiscal 1991,
1992, 1993, 1994 and 1995, respectively. Consolidated Stores has also achieved
profitability improvements with operating margins increasing from 5.0% in
fiscal 1991 to 7.4% in fiscal 1995 and earnings per share increasing from $.44
per share to $1.32 per share during such period.
BUSINESS STRATEGY
The Company's goal is to build upon its leadership position in close-out
retailing, one of the fastest growing segments of the retailing industry, by
expanding its market presence in its existing and in new markets. The Company
has adopted a business strategy of pursuing growth by capitalizing on the
following competitive strengths: (i) its ability to offer name-brand products
at discounted prices, (ii) its purchasing expertise and strong buying
relationships, (iii) its ability to lease low-cost store sites in strip
shopping centers, enclosed shopping malls and outlet malls on favorable terms,
(iv) its ability to efficiently warehouse and distribute large quantities of
merchandise and (v) its focus on cost control.
OFFERING NAME-BRAND MERCHANDISE AT DEEPLY DISCOUNTED PRICES As a retailer
focused on close-out merchandise, the Company's goal is to provide
budget-conscious consumers with a broad range of quality name-brand products at
exceptional values. The Company purchases large quantities of name-brand
close-out merchandise from manufacturers' excess inventories, which generally
result from production overruns, package changes, discontinued products and
returns. The Company also takes advantage of the availability of factory
reconditioned products and lower priced, private-label merchandise in selected
product categories in order to provide additional values to its customers.
Primarily as a result of its strong supplier relationships and purchasing
expertise, the Company offers substantial everyday savings on a wide variety of
name-brand consumer products, including food items, health and beauty aids,
electronics, housewares, tools paint, lawn and garden, hardware, sporting
goods, toys and softlines,
4
typically offering merchandise at prices 15% to 35% below those offered by
other discount retailers and up to 70% below those offered by traditional
retailers. In addition, the Company supplements its broad offering of consumer
items in core product categories with a changing mix of new merchandise,
including seasonal goods, such as holiday and back-to-school merchandise.
PURCHASING EXPERTISE AND STRONG BUYING RELATIONSHIPS An integral part of the
Company's business is the sourcing and purchasing of quality name-brand
merchandise. The Company has built strong relationships with many name-brand
manufacturers and has capitalized on its purchasing power in the close-out
marketplace in order to source merchandise that provides exceptional value to
customers. As the largest retailer of close-out merchandise in the United
States, the Company generally has the ability to purchase all of a
manufacturer's close-out merchandise in specific product categories and to
control distribution in accordance with vendor instructions, thus providing a
high level of service and convenience to these manufacturers. Furthermore, the
Company's strong buying relationships and financial flexibility enable it to
purchase goods off-season, typically at lower costs. The Company has
relationships with, and regularly purchases merchandise from, over 2,000
vendors, which provides the Company with multiple sources for each product
category. The Company has significantly expanded its vendor base over the past
several fiscal years a result of its size, credibility, financial strength and
seasoned buying team.
LOW COST SITE SELECTION The Company has developed a real estate strategy
emphasizing smaller-sized stores in strip shopping center locations in
mid-sized cities and small towns. The Company believes its ability to obtain
these sites on attractive terms has been enhanced by the ongoing consolidation
in the retailing industry and the migration of many retailers to larger-sized
stores. The Company seeks to enter into three to five year leases (with
renewal options) that provide for low rents and generally strives to minimize
the capital required to open a store. In addition to enhancing the Company's
ability to provide value to its customers, this strategy has led to an
attractive store level return on investment.
EFFICIENT WAREHOUSE/DISTRIBUTION OPERATIONS Since 1990, the Company has focused
on increasing the efficiency and reducing the cost of its operations in order
to improve profitability and enhance its competitive position. The Company
believes it operates the largest retail warehouse/distribution center of its
kind in the United States, which covers approximately 2,884,100 square feet.
The size of this facility enables the Company to store large quantities of
merchandise purchased off-season at low prices for distribution to its stores
at a later date. This highly automated facility uses bar code scanning and
high-speed sortation systems to process and distribute large quantities of
constantly changing merchandise in a timely and cost-efficient manner. In
addition, the Company will begin implementing sophisticated new information
systems in fiscal 1996 that will enable it to more effectively allocate and
manage inventory by SKU. These systems are expected to improve comparable store
sales and inventory turns and reduce the need to move merchandise between
stores. The Company intends to continue to invest in its infrastructure in
order to increase efficiency, reduce cost and support its expanding operations.
FOCUS ON COST CONTROL The Company maintains a disciplined approach to cost
control in all aspects of its business including store expenses, corporate
expenses, store leases, fixtures, leasehold improvements, distribution,
transportation and inventory management. In addition to its low cost approach
to store leasing and efficient warehousing and distribution methods, the
Company has implemented numerous expense savings programs in areas such as
store payroll, shrink control, accident prevention and other store-related
expense categories.
GROWTH STRATEGY
The Company believes that the combination of its strengths in merchandising,
purchasing, site selection, distribution and cost-containment has made it a
low-cost, value retailer well-positioned for future growth. The Company's
growth strategy is to increase net sales and earnings through (i) new store
expansion, (ii) comparable store sales increases and (iii) selective
acquisitions. SEE PROPOSED ACQUISITION
NEW STORE EXPANSION The Company intends to increase retail selling space by
approximately 10% to 15% per fiscal year. Currently, the Company's stores are
primarily located in the midwestern, southern, and mid-Atlantic regions of the
United States. Management believes that there are substantial opportunities to
increase store count in the Company's existing and that the southern region of
the United States represents a near-term opportunity for filling in its
existing markets. The Company has been able to operate profitably a large
number of stores in relatively close proximity in markets with favorable
demographics and suitable store sites. For example, the Company operates 105 of
the total 541 Odd Lots/Big Lots stores in Ohio. In addition, the Company
believes the southwestern and western areas of the United States have
significant longer-term growth potential because the Company has few stores in
these regions.
ODD LOTS/BIG LOTS At the end of fiscal 1995, the Company operated 541 Odd
Lots/Big Lots stores in 22 states. The Company believes there are
significant opportunities to increase the store count in existing markets.
The Company also expects significant opportunities for growth in new
geographic regions of the United States, where the Company has few stores.
In fiscal 1996 the Company expects to open 65 to 75 new Odd Lots/Big Lots
stores (net of store closings).
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TOY STORES The Company has 14 toy stores located in strip shopping centers
under the name The Amazing Toy Store and 97 Toy Liquidators stores located
in outlet malls. These stores strive to appeal to customers seeking value
and the convenience not offered by toy superstores. The Company believes
that the opening of toy stores in strip shopping centers has significant
potential for growth over the next several years, particularly in the
midwestern and southern regions of the United States. For 1996 the Company
currently plans to add 10 to 20 new Toy Liquidators stores (net of store
closings) in outlet malls, where the Company is generally the exclusive toy
store.
ITZADEAL! AND ALL FOR ONE The Company has 64 iTZADEAL! and 145 All For
One stores operating in 18 states. The Company plans to appeal to the
value-oriented shopper by opening approximately 10 iTZADEAL! stores
high-traffic strip shopping centers in fiscal 1996. The Company intends
to close 15 to 20 enclosed shopping mall-based All For One Stores as
their leases expire in fiscal 1996 in order to focus more fully on the
better growth opportunities provided by the iTZADEAL! stores.
COMPARABLE STORE SALES INCREASES The Company continually seeks to increase
comparable store sales and has undertaken several initiatives which it believes
should positively affect comparable store sales over the next several years.
The Company is seeking to attract new customers and gradually increase the size
of its average transaction by introducing and expanding key merchandise
categories such as toys, electronics (including telephones, answering machines
and portable stereos), and furniture and gradually modifying its merchandise
mix to include a greater percentage of items with higher average retail price
points. In addition, the Company has recently introduced television advertising
in certain markets. The Company intends to expand and refine its use of
television advertising to increase awareness of its stores and to attract new
and repeat customers. Furthermore, over the next two fiscal years, the Company
will roll-out an improved inventory management system that the Company expects
will allow it to improve its process for allocating specific products to
individual stores based on the item's sales performance and inventory levels.
SELECTIVE ACQUISITIONS The Company has grown, in part, through selective
acquisitions and believes that the current consolidation of retailers will
present opportunities for further strategic acquisitions. SEE PROPOSED
ACQUISITION.
RETAIL OPERATIONS
ODD LOTS/BIG LOTS Odd Lots/Big Lots stores carry a wide variety of name-brand
consumer products, including food items, health and beauty aids, electronics,
housewares, tools, paint, lawn and garden, hardware, sporting goods, toys and
softlines. Odd Lots/Big Lots also sells factory reconditioned products and
lower-priced, private-label merchandise in selected product categories. These
core categories of merchandise are carried on a continual basis, although, the
specific name-brands offered may change frequently. The Company also
supplements its broad selection of consumer products in core categories with
seasonal products and holiday merchandise.
Nearly all of the Company's 541 Odd Lots/Big Lots stores are located in strip
shopping centers. Presently, a majority of the Odd Lots/Big Lots stores are
located in the midwestern, southern and mid-Atlantic regions of the United
States. Individual stores range in size from 10,080 square feet to 81,193
square feet and average approximately 27,860 square feet. In selecting suitable
new store locations, the Company generally seeks retail space between 22,000
square feet and 30,000 square feet in size. In fiscal 1995, the average cost to
open a new Odd Lots/Big Lots store in a leased facility was $710,000, including
inventory.
The Company plans to open 65 to 75 new Odd Lots/Big Lots stores (net of store
closings) during fiscal 1996, all of which will be leased. Because of their low
operating costs, Odd Lots/Big Lots stores are generally profitable within their
first full year of operation. Management regularly monitors all stores against
established profitability standards and evaluates under performing stores on an
individual basis.
TOY LIQUIDATORS/THE AMAZING TOY STORE The Company's toy stores, are located
primarily in outlet malls and strip shopping centers. Toy Liquidators stores,
which are located in outlet malls and The Amazing Toy Store, located in strip
shopping centers, carry primarily close-out toys supplemented by selected
in-line toys. Outlet mall stores range in total size from 3,500 square feet to
6,100 square feet and average 4,723 square feet. Strip shopping center stores
have historically ranged in total size from 5,000 to 8,100 square feet, and
average 6,600 square feet. In seeking suitable new store locations, the Company
generally seeks retail space in both high-traffic strip shopping centers and
outlet malls. In fiscal 1995, the average cost to open a new toy store was
approximately $185,000, including inventory.
ITZADEAL! AND ALL FOR ONE iTZADEAL! and All For One stores, carry various core
merchandise categories such as a snack foods, health and beauty care products,
greeting cards, toys, household cleaning products and housewares that are also
available in Odd Lots/Big Lots stores. iTZADEAL! stores are located in strip
shopping centers and offer a varying selection of merchandise at a range of
prices generally under $10.00. All For One stores, located primarily in
enclosed shopping malls, offer merchandise principally at the single price of
$1.00.
6
Of the Company's 209 iTZADEAL! and All For One stores, 115 are located in strip
shopping centers and 94 are located in enclosed shopping malls. Most of the
iTZADEAL! and All For One stores are located in the midwestern region of the
United States. Individual stores range in size from 1,833 square feet to 10,889
square feet and average approximately 4,574 square feet. In seeking suitable
new store locations, the Company generally seeks retail space in high-traffic
strip shopping centers between 5,000 square feet and 8,000 square feet in size.
In fiscal 1995, the average cost to open a new iTZADEAL! or All For One store
was $160,000. including inventory.
The Company plans to open approximately 10 new iTZADEAL! stores in strip
shopping centers during fiscal 1996, all of which will be leased. In addition,
the Company intends to close 15 to 20 enclosed shopping mall-based All For One
stores as their leases expire in fiscal 1996 in order to focus more fully on
the better growth opportunities provided by the iTZADEAL! stores.
PURCHASING
An integral part of the Company's business is its ability to select and
purchase quality close-out merchandise directly from manufacturers and other
vendors at prices substantially below those paid by conventional retailers. The
Company has a seasoned buying team with extensive purchasing experience, which
has enabled the Company to develop successful long-term relationships with many
of the largest and most recognized consumer-product manufacturers, in the
United States. As a result of these relationships and the Company's experience
and reputation in the close-out industry, many manufacturers offer purchase
opportunities to the Company prior to attempting to dispose of their
merchandise through other channels. The Company regularly purchases
manufacturers' excess inventories, which generally result from production
overruns, package changes, discontinued products and returns. Due to its size,
credibility and financial strength, the Company frequently purchases all or
substantially all of a given manufacturer's close-out products, thus providing
a superior level of service and convenience to its vendors. The Company
supplements its traditional name-brand close-out purchases with a limited
amount of program buys and private-label products.
The Company's merchandise is purchased from over 2,000 foreign and domestic
suppliers providing the Company with multiple sources for each product
category. In fiscal 1995, Consolidated Stores' top ten vendors accounted for
12% of total purchases with no one vendor accounting for more than 1.8%. The
Company purchases approximately 20% to 25% of its products directly from
overseas suppliers including products such as toys, seasonal items, beauty
aids, housewares, giftware and novelties.
ADVERTISING AND PROMOTION
The Company uses a variety of marketing approaches to promote its stores to the
public. These approaches vary by business, by market and by the time of year.
The Company promotes grand openings of its stores through a variety of print
and radio promotions. In general, the Company utilizes only those marketing
methods that it believes provides an immediate and measurable return on
investment. Historically, the Company's total advertising expense as a percent
of total net sales has been approximately 3.0%.
ODD LOTS/BIG LOTS The Company's marketing program for its Odd Lots/Big Lots
stores is designed to create an awareness of the broad range of quality,
name-brand merchandise available at low prices. The Company utilizes a
combination of weekly advertising circulars in all markets and television
advertising in select markets. The Company currently distributes approximately
22 million four-page circulars 42 weeks out of the year. The method of
distribution includes a combination of newspaper inserts and direct mail. These
circulars are created in-house and are distributed regionally in order to take
advantage of market differences caused by climate or other factors. The
circulars generally feature 25 to 30 products that vary each week. The Company
selects certain markets to run television promotions based upon factors unique
to each market including the number of stores, cost of local media and results
of preliminary testing. The Company runs multiple 30-second television spots
per week, each of which feature four to six highly recognizable, name-brand
products. In-store promotions include periodic loudspeaker announcements
featuring special bargains as well as humorous in-store signage to emphasize
the significant values offered to the customer.
TOY STORES The Amazing Toy Store and Toy Liquidators have relied primarily on
existing customer traffic and in-store signs for sales promotion.
ITZADEAL! AND ALL FOR ONE The iTZADEAL! and All For One stores rely
primarily on customer traffic and in-store signs to attract shoppers to
the stores.
WAREHOUSING AND DISTRIBUTION
An important aspect of the Company's purchasing strategy involves its ability
to warehouse and distribute merchandise quickly and efficiently. The Company's
2,884,100 square foot primary warehouse/distribution center, located in
Columbus, Ohio, utilizes two high-speed tilt tray sortation systems with a
combined output that currently exceeds 150,000 cartons per day. These systems
include a fully automated warehouse management system that incorporates
high-speed bar code scanning to efficiently sort and load high merchandise
volumes for immediate store delivery. Typically, a retail store receives
additional inventory once a week (usually within 24 hours of dispatch) via a
dedicated trucking fleet and outside transportation companies.
7
Another important part of the Company's purchasing strategy is its ability to
buy large quantities of merchandise off-season at low prices. As a result, the
Company must warehouse the merchandise until the appropriate season. Therefore,
the Company maintains higher inventories than most conventional retailers.
The Company is constructing a new 810,000 square foot warehouse/distribution
facility on its existing acreage in Columbus, Ohio, which is expected to be
completed in June 1996. The Company is evaluating the addition of strategically
placed warehouse/distribution facilities to facilitate its growth. Currently,
the Company expects that it will add at least one distribution center in the
Southeast.
INFORMATION SYSTEMS
The Company has continued to enhance its information systems to support growth
and the operations of the business over the last five fiscal years. The
Company's current systems incorporate fully integrated distribution,
allocation, purchase order management, open-to-buy, point of sale and finance
functions and represent a combination of externally purchased software packages
as well as internally developed software. Current systems enable the Company to
take advantage of operating efficiencies resulting from bar-code scanning and
automated allocation.
During fiscal 1996 and 1997, the Company will begin to roll out its next
generation of inventory management systems. Upon completion, the new system
will provide a number of features that the Company believes will improve
inventory turns, decrease markdowns and lower operating expenses. These
features include the ability to manage inventories on a micro-SKU basis
compared to its previous macro-SKU based system. Additionally, the new system
will incorporate inventory ownership by SKU by store when allocating
merchandise, whereas the existing system allocates inventory based on sales
potential without the benefit of store-owned inventory data.
The Company has planned a multi-phased rollout for this system, allowing for
thorough testing and review prior to start up. Initial implementation is planned
for the smaller iTZADEAL! and All For One stores in fiscal 1996 while
implementation for Odd Lots/Big Lots stores is currently scheduled for 1997.
OTHER OPERATIONS
The Company also sells merchandise wholesale from its corporate office in
Columbus, Ohio. The inventory consists almost entirely of merchandise obtained
through the same or shared opportunistic purchases of the retail operation.
Advertising of wholesale merchandise is conducted primarily at trade shows and
by mailings to past and potential customers. Wholesale customers include a wide
and varied range of major national and regional retailers, as well as smaller
retailers, manufacturers, distributors and wholesalers.
ASSOCIATES
At March 31, 1996, the Company had 21,633 active associates comprised of 7,892
full-time and 13,741 part-time associates. Approximately two-thirds of the
associates employed were employed on a part-time basis. Temporary associates
hired during the fall/winter holiday selling season increased the number of
associates to peaks of 27,962. The relationship with associates is considered
to be good, and the Company is not a party to any labor agreements.
COMPETITIVE CONDITIONS
The retail industry is highly competitive. The Company's retail stores compete
with discount stores (such as WALMART, KMART and TARGET), deep discount
drugstore chains and other value-oriented specialty retailers. The Company's
retail toy operations compete directly with local and regional enclosed
shopping mall-based toy retailers, destination toy stores (such as TOYS "R" US)
and discount retailers with toy departments and indirectly with enclosed
shopping mall-based retailers such as concept stores and theme based stores
that feature toys or toy-related merchandise. Certain of the Company's
competitors have greater financial, distribution, marketing and other resources
than the Company.
8
ITEM 2 PROPERTIES
CORPORATE, WAREHOUSE AND DISTRIBUTION The Company owns a 2,884,100 square foot
office, warehouse/distribution facility located in Columbus, Ohio.
Approximately 150,000 square feet of this facility is utilized as office space
for corporate offices. The balance represents warehouse and distribution space.
Warehousing and distribution is also conducted from leased locations
principally located in central Ohio which total approximately 1,006,000 square
feet. Substantially all the close-out merchandise sold by the Company is
received at the Columbus warehouse/distribution center and is processed for
retail sale, as necessary, and distributed to the retail location or wholesale
customer.
STORES All stores are in leased facilities. Store leases generally provide for
fixed monthly rental payments plus the payment, in most cases, of real estate
taxes, utilities and maintenance. In some locations, the leases provide
formulas requiring the payment of a percentage of sales as additional rent.
Such payments are generally only required when sales reach a specified level.
The typical lease for the Company's close-out stores is for an initial term of
three to five years with multiple three to five-year renewal options. The
following tables set forth store lease expiration and state location
information for existing store leases at February 3, 1996.
Number of Leases Expiring Without
Number of Leases Expiring Renewal Options
-------------------------------------------- ---------------------------------------------
Odd Lots IAD Odd Lots IAD
Fiscal and and TOY Total and and TOY Total
Year Big Lots AFO Big Lots AFO
- --------------- -------- ------- -------- --------- -------- ------- ------- ---------
1996 102 25 17 144 23 11 7 41
1997 112 87 20 219 26 28 4 58
1998 79 31 22 132 19 12 15 46
1999 113 24 13 150 29 17 6 52
2000 95 24 34 153 18 3 10 31
2001 and beyond 40 18 5 63 17 16 2 35
- --------------- ------- ------- -------- --------- -------- ------- ------- ---------
541 209 111 861 132 87 44 263
Of the 209 iTZADEAL! (IAD) and All For One (AFO) leases 94 are in enclosed
malls and 115 are in strip centers.
9
Number of Stores Open
-----------------------------------------------------------------------------------------------------
Odd Lots IAD Odd Lots IAD
and and and and
Big Lots AFO TOY Total Big Lots AFO TOY Total
----------- ----------- -------- --------- ---------- ----------- -------- ---------
Alabama 19 -- 2 21 Missouri 13 3 2 18
Arizona -- -- 4 4 Mississippi 10 -- 1 11
California -- -- 12 12 N. Carolina 25 -- 1 26
Colorado -- 4 2 6 Nebraska -- 1 2 3
Connecticut -- -- 1 1 Nevada -- -- 1 1
Delaware -- -- 1 1 New Jersey -- -- 1 1
Florida 56 18 6 80 New York 10 -- 5 15
Georgia 33 1 5 39 Ohio 105 56 5 166
Iowa -- 6 2 8 Oklahoma -- -- 1 1
Idaho -- -- 2 2 Oregon -- -- 2 2
Illinois 20 23 1 44 Pennsylvania 22 9 6 37
Indiana 36 19 7 62 S. Carolina 18 -- 3 21
Kansas 6 -- 1 7 Tennessee 35 7 3 45
Kentucky 28 17 3 48 Texas 6 -- 8 14
Louisiana 6 -- 2 8 Utah -- -- 2 2
Maryland 3 2 1 6 Virginia 24 8 4 36
Maine -- -- 1 1 Washington -- -- 2 2
Michigan 34 23 4 61 Wisconsin 10 -- 2 12
Minnesota -- 4 2 6 West Virginia 22 7 1 30
Wyoming -- 1 -- 1
Odd Lots IAD
and and
Big Lots AFO TOY Total
------------ ------- ------- ---------
Total Stores 541 209 111 861
Number of states 22 18 38 39
ITEM 3 LEGAL PROCEEDINGS
The Company is party to various legal proceedings arising from its ordinary
course of operations and believes that the outcome of these proceedings,
individually and in the aggregate, will be immaterial.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
10
EXECUTIVE OFFICERS OF THE COMPANY
(Included pursuant to Instruction 3 to paragraph (b) of Item 401 of Regulation
S-K.)
Officer
Name Age Offices Held Since
- ---------------------------------------------------------------------------------------------------------- ------------
William G. Kelley 50 Chairman of the Board and Chief 1990
Executive Officer
Michael L. Glazer 48 President 1995
Albert J. Bell 36 Sr. Vice President, Legal, Real Estate,
Secretary and General Counsel 1988
Charles Freidenberg 50 Sr. Vice President - Merchandising 1995
C. Matthew Hunnell 33 Sr. Vice President - Merchandising 1995
Michael J. Potter 34 Sr. Vice President and Chief Financial Officer 1991
James A. McGrady 45 Vice President and Treasurer 1991
Mark D. Shapiro 36 Vice President and Controller 1994
William G. Kelley is a Director of the Company and has served in his present
capacity as Chairman of the Board and Chief Executive Officer since 1990.
Mr. Kelley is also a director of National City Bank, Columbus.
Michael L. Glazer has served on the Company's Board of Directors since 1991
and previous to his appointment as President of the Company in 1995 he held
positions as Executive Vice President and President of The Bombay Company, a
home furnishings retailer.
Albert J. Bell has served as the Company's general counsel for over five years
and has been employed by the Company since 1987.
Charles Freidenberg has been with the Company since 1983 and has held senior
management positions in the merchandising area for the past five years.
C. Matthew Hunnell has been with the Company since 1983 and has held senior
management positions in the merchandising area for the past five years.
Michael J. Potter has been with the Company since 1991 and previous to his
appointment as Sr. Vice President and Chief Financial Officer in 1994 Mr.
Potter was Vice President and Controller for the Company.
James A. McGrady has been with the Company since 1986 and previous to his
appointment as Vice President and Treasurer in 1991 he was Assistant
Controller.
Mark D. Shapiro has been with the Company since 1992 and prior to his
appointment as Vice President and Controller served as Assistant Controller.
Before joining the Company Mr. Shapiro was Assistant Controller for Chemlawn.
PART II
ITEM 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's common stock is listed on the New York Stock Exchange (NYSE)
under the symbol "CNS." The following table reflects the high and low sales
price per share of common stock as quoted from the NYSE composite transactions
for the fiscal period indicated.
1995 1994
---------------------------- ---------------------------
High Low High Low
------------ ------------- ------------ ------------
First Quarter $20 7/8 $16 1/4 $20 $16 3/4
Second Quarter 23 15 3/4 17 1/4 11 1/2
Third Quarter 25 1/8 21 1/8 18 1/2 11 7/8
Fourth Quarter 25 5/8 19 3/8 19 3/8 15 3/4
As of April 12, 1996, there were 1,332 holders of record of the Company's
common stock.
The Company has followed a policy of reinvesting earnings in the business and
consequently has not paid any cash dividends. At the present time, no change in
this policy is under consideration by the Board of Directors. The payment of
cash dividends in the future will be determined by the Board of Directors in
consideration of business conditions then existing, including the Company's
earnings, financial requirements and condition, opportunities for reinvesting
earnings, and other factors.
ITEM 6 SELECTED FINANCIAL DATA
The statement of earnings data and the balance sheet data has been derived from
the Company's consolidated financial statements and should be read in
conjunction with Management's Discussion and Analysis of Financial Condition
and Results of Operations and the Consolidated Financial Statements and Notes
thereto included elsewhere herein.
11
Fiscal Year Ended
----------------------------------------------------------------------------
February 3, January 28, January 29, January 30, February 1, February 2,
1996* 1995 1994 1993 1992 1991
- -------------------------------------------------------------------------------------------------------------------------------
($ In thousands except earnings per share and sales per sq. ft.)
STATEMENT OF OPERATIONS DATA:
Net sales:
Odd Lots/Big Lots $ 1,286,675 $1,112,087 $ 941,471 $ 837,805 $ 744,896 $ 662,050
iTZADEAL and All For One 106,283 93,590 92,283 72,986 7,685 --
TOY 76,689 45,937 -- -- -- --
- -------------------------------------------------------------------------------------------------------------------------------
Total Retail 1,469,647 1,251,614 1,033,754 910,791 752,581 662,050
Other 42,652 27,030 21,537 18,489 18,916 17,253
- -------------------------------------------------------------------------------------------------------------------------------
1,512,299 1,278,644 1,055,291 929,280 771,497 679,303
- -------------------------------------------------------------------------------------------------------------------------------
Cost of sales:
Odd Lots/Big Lots 738,675 638,533 531,605 479,536 441,351 405,919
iTZADEAL and All For One 56,585 47,331 45,275 36,973 4,084 --
TOY 40,598 22,467 -- -- -- --
- -------------------------------------------------------------------------------------------------------------------------------
Total Retail 835,858 708,331 576,880 516,509 445,435 405,919
Other 32,281 20,163 16,358 13,895 14,047 14,267
- -------------------------------------------------------------------------------------------------------------------------------
868,139 728,494 593,238 530,404 459,482 420,186
- -------------------------------------------------------------------------------------------------------------------------------
Gross profit 644,160 550,150 462,053 398,876 312,015 259,117
Selling and administrative expenses 532,158 451,411 386,116 334,494 273,704 243,878
- -------------------------------------------------------------------------------------------------------------------------------
Operating profit 112,002 98,739 75,937 64,382 38,311 15,239
Other expense - net (9,742) (6,706) (4,221) (4,116) (5,896) (8,608)
- -------------------------------------------------------------------------------------------------------------------------------
Income before income taxes 102,260 92,033 71,716 60,266 32,415 6,631
Income taxes 37,854 36,813 28,689 23,156 12,317 2,086
- -------------------------------------------------------------------------------------------------------------------------------
Net income $ 64,406 $ 55,220 $ 43,027 $ 37,110 $ 20,098 $ 4,545
===============================================================================================================================
Earnings per common and
common equivalent share of stock $ 1.32 $ 1.15 $ 0.90 $ 0.78 $ 0.44 $ 0.10
===============================================================================================================================
Weighted average common and common
equivalent shares outstanding (In thousands) 48,903 48,077 47,976 47,676 45,797 45,615
BALANCE SHEET DATA:
Working capital $ 253,858 $ 210,601 $ 174,529 $ 142,305 $ 120,275 $ 100,033
Total assets $ 639,815 $ 551,620 $ 468,220 $ 390,942 $ 329,321 $ 288,119
Long-term obligations $ 25,000 $ 40,000 $ 50,000 $ 50,000 $ 50,000 $ 50,125
Stockholders' equity $ 389,564 $ 315,234 $ 258,535 $ 209,459 $ 170,520 $ 149,940
STORE OPERATING DATA:
Average sales per square foot ** $ 126.98 $ 121.71 $ 119.86 $ 115.64 $ 108.57 $ 100.68
New stores opened
Odd Lots/Big Lots 67 79 71 47 37 24
iTZADEAL and All For One 50 15 21 120 41 --
TOY 30 82 -- -- -- --
- -------------------------------------------------------------------------------------------------------------------------------
147 176 92 167 78 24
- -------------------------------------------------------------------------------------------------------------------------------
Stores closed
Odd Lots/Big Lots 14 23 20 24 16 23
iTZADEAL and All For One 23 10 4 -- 1 --
TOY 1 -- -- -- -- --
- -------------------------------------------------------------------------------------------------------------------------------
38 33 24 24 17 23
- -------------------------------------------------------------------------------------------------------------------------------
Stores open at end of year
Odd Lots/Big Lots 541 488 432 381 358 337
iTZADEAL and All For One 209 182 177 160 40 --
TOY 111 82 -- -- -- --
- -------------------------------------------------------------------------------------------------------------------------------
861 752 609 541 398 337
- -------------------------------------------------------------------------------------------------------------------------------
* Consists of 53 weeks. ** Based on stores open the full period: 1995 adjusted to reflect comparable 52 week periods.
12
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The Company is the nation's largest close-out retailer with 861 stores located
in 39 states. The Company operates 750 close-out retail stores, primarily under
the names Odd Lots/Big Lots, iTZADEAL! and All For One, in the midwestern,
southern and mid-Atlantic regions of the United States. Additionally, the
Company operates 111 toy stores, under the names Toy Liquidators and The
Amazing Toy Store which carry primarily close-out toys supplemented by selected
in-line toys. The table below compares components of the statements of earnings
of Consolidated Stores as a percent of net sales.
Fiscal Year
1995 1994 1993
--------- --------- ---------
Net sales:
Odd Lots/Big Lots 85.1% 87.0% 89.2%
iTZADEAL! and All For One 7.0 7.3 8.8
Toy Liquidators and The Amazing Toy Store 5.1 3.6 --
Other 2.8 2.1 2.0
------- ------- -------
Total net sales 100.0 100.0 100.0
Cost of sales 57.4 57.0 56.2
------- ------- -------
Gross profit 42.6 43.0 43.8
Selling and administrative expenses 35.2 35.3 36.6
------- ------- -------
Operating profit 7.4 7.7 7.2
Interest expense 0.5 0.5 0.6
Other income (expense) - net 0.1 - (0.2)
------- ------- -------
Income before income taxes 6.8 7.2 6.8
Income taxes 2.5 2.9 2.7
------- ------- -------
Net income 4.3% 4.3% 4.1%
======= ======= =======
The Company has historically experienced, and expects to continue to
experience, seasonal fluctuations with a significant percentage of its net
sales and income being realized in the fourth fiscal quarter. In addition, the
Company's quarterly results can be affected by the timing of store openings and
closing, the amount of net sales contributed by new and existing stores and the
timing of certain holidays. The following table illustrates the seasonality in
the net sales and operating income.
Quarter
First Second Third Fourth
--------- --------- -------- ---------
FISCAL 1995
Percent net sales of full year 19.3% 21.5% 23.6% 35.6%
Operating income percentage of full year 5.3 14.0 17.2 63.5
FISCAL 1994
Percent net sales of full year 19.0 21.3 24.2 35.5
Operating income percentage of full year 4.3 13.2 16.6 65.9
FISCAL 1995 COMPARED TO FISCAL 1994
NET SALES Net sales increased to $1,512.3 million in fiscal 1995 from $1,278.6
million in fiscal 1994, an increase of $233.7 million, or 18.3%. This increase
was attributable to net sales of $127.9 million from 147 new stores and
comparable store sales increases of 4.3%, offset in part by the closing of 38
stores. The increase in comparable store sales was attributable to improved
product offerings and merchandise mix as well as a continued refinement and
expansion of the Company's' television advertising program, which was
introduced in the fall of 1994. Comparable store sales were negatively impacted
during the fall/winter holiday selling season by abnormally inclement weather
in many of the Company's markets. Additionally, fiscal 1995 was a 53-week
fiscal year, compared to fiscal 1994 which had 52 weeks.
13
Net sales of Odd Lots/Big Lots stores increased $174.6 million, or 15.7%, to
$1,286.7 million in fiscal 1995 from $1,112.1 million in fiscal 1994. Net sales
of The Amazing Toy Store and Toy Liquidators stores increased $30.8 million, or
67.1%, to $76.7 million in fiscal 1995 from $45.9 million in fiscal 1994. This
increase was largely attributable to a full year of operations at Toy
Liquidators in fiscal 1995 (which the Company acquired in May 1994), as well as
net sales of $11.3 million from a net of 29 new stores. Net sales at iTZADEAL!
and All For One increased $12.7 million, or 13.6%, to $106.3 million in fiscal
1995 from $93.6 million in fiscal 1994.
GROSS PROFIT Gross profit increased to $644.2 million in fiscal 1995 from
$550.2 million in fiscal 1994, an increase of $94.0 million, or 17.1%. As a
percentage of net sales, gross profit decreased to 42.6% in fiscal 1995 from
43.0% in fiscal 1994. The decrease in gross margin was attributable to
decreases in gross margin in both The Amazing Toy Store and Toy Liquidators
stores and iTZADEAL! and All For One stores. Gross margin at the Amazing Toy
Store and Toy Liquidators stores was high in fiscal 1994 due to the
advantageous terms under which the Company purchased the inventory of the Toy
Liquidators business in May 1994. The decline in the gross margin at iTZADEAL!
and All For One stores was due to the increase in the number of iTZADEAL!
stores relative to the number of All For One stores. iTZADEAL! stores have a
slightly lower gross margin than All For One stores as a result of the higher
mix of domestic name-brand close-out products and lower mix of higher margin
import merchandise. Gross margin at Odd Lots/Big Lots stores remained constant
in fiscal 1995 compared to fiscal 1994.
SELLING AND ADMINISTRATIVE EXPENSES Selling and administrative expenses
increased to $532.2 million in fiscal 1995 from $451.4 million in fiscal 1994,
an increase of $80.8 million, or 17.9%. As a percentage of net sales, selling
and administrative expenses decreased slightly to 35.2% in fiscal 1995 from
35.3% in fiscal 1994 as a result of the continued leveraging of fixed expenses
over a larger store base and comparable store sales increases.
INTEREST EXPENSE Interest expense increased to $8.0 million in fiscal 1995 from
$7.2 million in fiscal 1994. The increase was attributable to higher weighted
average debt levels, resulting in part from increased seasonal borrowings to
support higher average inventory levels, and increased effective interest rates
on seasonal borrowings throughout the fiscal year. The increase in the
effective interest rate was offset to some extent by a scheduled principal
payment of $15.0 million on the senior debt.
INCOME TAXES The effective tax rate of the Company was 37.0% in fiscal 1995
compared to 40.0% in fiscal 1994. The reduction in the effective tax rate was
attributable to the full fiscal year effect of corporate-owned life insurance,
which was adopted in November 1994, as well as lower effective state and local
income tax rates. This reduction was partially offset by the federally
legislated elimination of the Targeted Jobs Tax Credit ("TJTC"). Realization of
any future tax benefits associated with TJTC and corporate-owned life insurance
are subject to pending federal legislation.
FISCAL 1994 COMPARED TO FISCAL 1993
NET SALES Net sales increased to $1,278.6 million in fiscal 1994 from $1,055.3
million in fiscal 1993, an increase of $223.3 million, or 21.2%. This increase
was attributable to net sales of $178.4 million from 176 newly opened and newly
acquired stores and comparable store sales increases of 3.5%, offset in part by
the closing of 33 stores. The increase in comparable store sales was
attributable to improved product offerings and merchandise mix as well as the
introduction of a fall season television advertising program.
Net sales of Odd Lots/Big Lots stores increased $170.6 million, or 18.1%, to
$1,112.1 million in fiscal 1994 from $941.5 million in fiscal 1993. In May
1994, the Company acquired 82 Toy Liquidator stores that contributed $45.9
million in net sales in fiscal 1994. Net sales of iTZADEAL! and All For One
stores increased 1.4% to $93.6 million in fiscal 1994 from $92.3 million in
fiscal 1993.
GROSS PROFIT Gross profit increased to $550.2 million in fiscal 1994 from
$462.1 million in fiscal 1993, an increase of $88.1 million, or 19.1%. As a
percentage of net sales, gross profit decreased to 43.0% in fiscal 1994 from
43.8% in fiscal 1993. The decrease in gross margin was attributable largely to
a decrease in gross margin at Odd Lots/Big Lots stores that resulted from a
planned change in the Company's merchandise mix. The Company reduced its
offerings of higher-margin, slower-turning softlines, primarily apparel, and
expanded its offerings of lower-margin, faster-turning merchandise, primarily
hardlines such as electronics. This decrease in gross margins in fiscal 1994
was partially offset by higher gross margins of the newly acquired Toy
Liquidators business.
SELLING AND ADMINISTRATIVE EXPENSE Selling and administrative expenses
increased to $451.4 million in fiscal 1994 from $386.1 million in fiscal 1993,
an increase of $65.3 million, or 16.9%. As a percentage of net sales, selling
and administrative expenses decreased to 35.3% in fiscal 1994 from 36.6% in
fiscal 1993 as a result of store expense control programs as well as the
continued leveraging of fixed expenses over a higher store base and comparable
store sales increases.
14
INTEREST EXPENSE Interest expense increased to $7.2 million in fiscal 1994 from
$5.8 million in fiscal 1993. The increase was attributable to higher weighted
average debt levels, resulting from increased seasonal borrowings to support
higher average inventory levels and borrowings to finance the acquisition of
Toy Liquidators, and increased effective interest rates on seasonal borrowings
throughout the fiscal year.
INCOME TAXES The effective tax rate of the Company was 40.0% in both fiscal
1994 and fiscal 1993. The Company did not experience any material changes in
any of the components of the effective tax rate in fiscal 1994 compared to
fiscal 1993.
CAPITAL RESOURCES AND LIQUIDITY
The primary sources of liquidity for the Company over the past three fiscal
years have been cash flow from operations and borrowings under available credit
facilities. Net cash provided by operating activities over the last three
fiscal years, as detailed in the consolidated statements of cash flows, was
$29.4 million, $59.7 million and $29.4 million in fiscal 1995, 1994 and 1993,
respectively. As necessary, the Company supplemented cash provided from
operations with borrowings under available credit facilities to fund new store
expansion, seasonal inventory purchases, capital expenditure programs and a
scheduled principal payment on senior debt of $15 million in fiscal 1995. The
cash provided from operations over the past three fiscal years has been
sufficient to allow the Company to fully repay the outstanding balance of its
credit agreements prior to its fiscal year end. Total debt as a percent of
total capitalization (total debt and stockholders equity) was 8.2% at February
3, 1996, compared with 13.7% and 16.2% at each of the respective prior fiscal
year ends. Working capital increased from $174.5 million at the end of fiscal
1993 to $253.9 million at the end of fiscal 1995 primarily as a result of
increases in inventory associated with new store openings. Capital expenditures
for the last three fiscal years were $48.1 million, $41.6 million and $46.0
million, respectively, and were used primarily to fund new store openings.
At February 3, 1996, available committed credit facilities were $86.0 million
under the Company's $90.0 million revolving credit facility and $50.0 million
letter of credit facility. Seasonally, the revolving credit facility and letter
of credit facility were increased to $110 million and $75 million,
respectively. Additionally, $55.0 million of uncommitted credit facilities
were available, subject to the terms of the revolving credit facility.
PROPOSED ACQUISITION
On March 25, 1996, the Company and Melville Corporation entered into a Purchase
Agreement pursuant to which on May 5, 1996, the Company expects to acquire
Kay-Bee Toys for a purchase price of approximately $315 million (subject to
post-closing adjustments), consisting of $215 million cash and $100 million of
subordinated promissory notes issued to Melville Corporation in a transaction
that will be accounted for as a purchase (See Notes to Consolidated Financial
Statements - Proposed Acquisition). The transaction has been approved by the
Board of Directors of each Company and is subject to regulatory review. The
Company intends to initially fund the purchase price with the use of existing
credit facilities and the $100 million of subordinated promissory notes. The
Company intends to repay a portion of the credit facilities used to fund the
purchase with proceeds from an equity offering. In accordance with this
objective, the Company filed a registration statement for the offering of
3,500,000 shares of Common Stock. The Company has granted underwriters an
option to purchase up to 525,000 shares of Common Stock to cover
over-allotments. This transaction is anticipated to be completed in the second
quarter of 1996. Concurrent with the purchase of Kay-Bee Toys the Company has
increased its committed debt facilities to approximately $600 million.
Upon consummation of the Kay-Bee Toys acquisition the Company's capital
structure will change significantly from the issuance of common stock and
increased credit facilities. The Company continues to believe that it will have
adequate resources to fund ongoing operating requirements and future capital
expenditures related to the expansion of existing businesses and development of
new projects.
15
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of Consolidated Stores Corporation:
We have audited the accompanying consolidated balance sheets of CONSOLIDATED
STORES CORPORATION and subsidiaries as of February 3, 1996, and January 28,
1995, and the related consolidated statements of earnings, stockholders' equity
and cash flows for each of the three fiscal years in the period ended February
3, 1996. Our audits also included the financial statement schedule listed in
the Index at Item 14(a)2. These consolidated financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the consolidated financial position of CONSOLIDATED STORES
CORPORATION and subsidiaries at February 3, 1996, and January 28, 1995, and the
consolidated results of their operations and their cash flows for each of the
three fiscal years in the period ended February 3, 1996, in conformity with
generally accepted accounting principles. Also, in our opinion, such financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
Deloitte & Touche LLP
Dayton, Ohio
February 26, 1996
(March 25, 1996, as to Note on Proposed Acquisition)
16
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
Fiscal Year
1995 1994 1993
- -------------------------------------------------------------------------------------------------------------
Net sales $1,512,299 $1,278,644 $1,055,291
- -------------------------------------------------------------------------------------------------------------
Costs and expenses:
Cost of sales 868,139 728,494 593,238
Selling and administrative expenses 532,158 451,411 386,116
Interest expense 8,036 7,238 5,812
Other expense (income) - net 1,706 (532) (1,591)
- -------------------------------------------------------------------------------------------------------------
1,410,039 1,186,611 983,575
- -------------------------------------------------------------------------------------------------------------
Income before income taxes 102,260 92,033 71,716
Income taxes 37,854 36,813 28,689
- -------------------------------------------------------------------------------------------------------------
Net income $ 64,406 $ 55,220 $ 43,027
=============================================================================================================
Earnings per common and common
equivalent share of stock $ 1.32 $ 1.15 $ 0.90
=============================================================================================================
The accompanying notes are an integral part of these financial statements.
17
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
FEBRUARY 3, January 28,
1996 1995
- -----------------------------------------------------------------------------------------------------------------
ASSETS
Current Assets:
Cash and cash equivalents $ 12,999 $ 40,356
Accounts receivable 8,957 5,524
Inventories 388,346 302,132
Prepaid expenses 18,265 13,999
Deferred income taxes 23,449 19,262
- ---------------------------------------------------------------------------------------------------------------
Total current assets 452,016 381,273
- ---------------------------------------------------------------------------------------------------------------
Property and equipment - net 177,323 161,500
Other assets 10,476 8,847
- ---------------------------------------------------------------------------------------------------------------
$ 639,815 $ 551,620
===============================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 129,223 $ 103,401
Accrued liabilities 41,519 38,289
Income taxes 17,416 18,982
Current maturities of long-term obligations 10,000 10,000
- ---------------------------------------------------------------------------------------------------------------
Total current liabilities 198,158 170,672
- ---------------------------------------------------------------------------------------------------------------
Long-term obligations 25,000 40,000
Deferred income taxes 19,879 17,114
Other noncurrent liabilities 7,214 8,600
Commitments and contingencies -- --
Stockholders' equity:
Preferred stock - authorized 2,000,000 shares,
$.01 par value; none issued -- --
Common stock - authorized 90,000,000 shares, $.01 par value;
issued 47,775,958 shares and 46,866,303 shares, respectively 478 469
Non-voting common stock - authorized 8,000,000 shares,
$.01 par value; none issued -- --
Additional paid-in capital 104,511 93,872
Retained earnings 285,105 220,699
Other adjustments (530) 194
- ---------------------------------------------------------------------------------------------------------------
Total stockholders' equity 389,564 315,234
- ---------------------------------------------------------------------------------------------------------------
$ 639,815 $ 551,620
===============================================================================================================
The accompanying notes are an integral part of these financial statements.
18
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
Fiscal Year
1995 1994 1993
- ------------------------------------------------------------------------------------------------------------
Common stock:
Balance at beginning of year $ 469 $ 465 $ 462
Contribution to savings plan 1 1 --
Exercise of stock options 8 3 3
- ------------------------------------------------------------------------------------------------------------
Balance at end of year $ 478 $ 469 $ 465
============================================================================================================
Additional paid-in capital:
Balance at beginning of year $ 93,872 $ 89,817 $ 86,545
Exercise of stock options 9,243 2,655 2,608
Contribution to savings plan 1,396 1,400 664
- ------------------------------------------------------------------------------------------------------------
Balance at end of year $ 104,511 $ 93,872 $ 89,817
============================================================================================================
Retained earnings:
Balance at beginning of year $ 220,699 $ 165,479 $ 122,452
Net income for the year 64,406 55,220 43,027
- ------------------------------------------------------------------------------------------------------------
Balance at end of year $ 285,105 $ 220,699 $ 165,479
============================================================================================================
Other adjustments:
Balance at beginning of year $ 194 $ 2,774 $ --
Change in unrealized investment gain 296 (3,048) 4,188
Minimum pension liability adjustment (1,020) 468 (1,414)
- ------------------------------------------------------------------------------------------------------------
Balance at end of year $ (530) $ 194 $ 2,774
============================================================================================================
The accompanying notes are an integral part of these financial statements.
19
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Fiscal Year
1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 64,406 $ 55,220 $ 43,027
Adjustment for noncash items included
in net income:
Depreciation and amortization 30,021 26,477 23,685
Deferred income taxes (1,018) 256 (2,236)
Other 2,373 3,398 3,031
Change in assets and liabilities (66,427) (25,693) (38,081)
- ----------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 29,355 59,658 29,426
- ----------------------------------------------------------------------------------------------------------------
Cash flows from investment activities:
Capital expenditures (48,091) (41,558) (45,994)
Investment in corporate owned life insurance (6,870) (4,781) --
Other 6,476 (1,973) 478
- ----------------------------------------------------------------------------------------------------------------
Net cash used in investment activities (48,485) (48,312) (45,516)
- ----------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Payments of senior notes (15,000) -- --
Increase in deferred credits 1,745 3,107 4,723
Proceeds from exercise of stock options 5,028 1,030 986
- ----------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities (8,227) 4,137 5,709
- ----------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents $ (27,357) $ 15,483 $(10,381)
================================================================================================================
The accompanying notes are an integral part of these financial statements.
20
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
The Company's primary business is the retail sale of "close-out" merchandise by
offering brand name merchandise at substantial discounts to traditional retail
prices. At February 3, 1996, retail sales were conducted through 861 retail
locations in 39 states.
FISCAL YEAR
The Company follows the concept of a 52/53 week fiscal year which ends on the
Saturday nearest to January 31. Fiscal year 1995 ending February 3, 1996, is
comprised of 53 weeks.
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All significant intercompany transactions have
been eliminated. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions which effect reported amounts of assets and liabilities and
disclosure of significant contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting periods. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of highly liquid investments which are
unrestricted as to withdrawal or use, and which have an original maturity of
three months or less. Cash equivalents are stated at cost which approximates
market value.
INVENTORIES
Retail inventories are stated at the lower of cost or market on the retail
method. Other inventories are stated at the lower of cost (first-in, first-out
method) or market.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization are provided on the straight line method for
financial reporting purposes. Service lives are principally forty years for
buildings and from four to ten years for other property and equipment.
INVESTMENTS
Non-current investments in equity securities are classified as Other assets in
the consolidated balance sheets and are stated at fair value. Unrealized gains
on equity securities classified as available-for-sale are recorded as a
separate component of stockholders' equity net of applicable income taxes. The
Company's investment in corporate owned life insurance is recorded net of
policy loans as Other assets.
DEFERRED CREDITS
Deferred credits associated with purchase commitments are classified as other
noncurrent liabilities and are recognized when earned as a reduction of the
related inventory purchase cost.
PRE-OPENING COSTS
Non-capital expenditures associated with opening new stores are charged to
expense over the first twelve months of store operations.
ACCOUNTING STANDARD CHANGE
In March 1995 the Financial Accounting Standards Board issued Financial
Accounting Standard No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-lived Assets to Be Disposed Of," which establishes
accounting standards for the impairment of long-lived assets, certain
identifiable intangibles and goodwill related to those assets to be held and
used, as well as long-lived assets and certain identifiable intangibles to be
disposed of. The Company will be required to adopt the new standard in the
first quarter of 1996. Based on preliminary evaluation of this Standard's
requirements, the Company does not anticipate its effect to be material to the
Company's consolidated financial position.
21
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
PROPOSED ACQUISITION
On March 25, 1996, the Company and Melville Corporation entered into a Purchase
Agreement pursuant to which on May 5, 1996, the Company expects to acquire Kay
Bee Toys for approximately $315 million, $215 million in cash and $100 million
of Subordinated Notes, in a transaction that will be accounted for as a
purchase. The transaction has been approved by the Board of Directors of each
Company and is subject to regulatory review. Kay-Bee Toys, directly or through
its subsidiaries, will operate approximately 1,045 toy stores in 50 states.
Store locations are primarily in enclosed malls.
INVENTORIES
Inventories are comprised of the following:
FEBRUARY 3, January 28,
(In thousands) 1996 1995
- ----------------------------------------------------------------------------------------------------------
Retail $ 368,569 $ 287,287
Other 19,777 14,845
- ----------------------------------------------------------------------------------------------------------
$ 388,346 $ 302,132
==========================================================================================================
INCOME TAXES
The provision for income taxes is comprised of the following:
Fiscal Year
(In thousands) 1995 1994 1993
- -----------------------------------------------------------------------------------------------------------------
Federal - Currently payable $ 32,861 $ 31,815 $ 22,733
Deferred (1,018) (1,912) 387
State and Local 6,011 6,910 5,569
- -----------------------------------------------------------------------------------------------------------------
$ 37,854 $ 36,813 $ 28,689
=================================================================================================================
A reconciliation between the statutory federal income tax rate and the
effective tax rate follows:
Fiscal Year
1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------
Statutory Federal income tax rate 35.0% 35.0% 35.0%
Effect of:
State and local income taxes 3.8 4.9 5.1
Targeted jobs tax credit (0.2) (1.1) (0.7)
Corporate owned life insurance investments (2.2) (0.5) --
Other 0.6 1.7 0.6
- ----------------------------------------------------------------------------------------------------------------
Effective tax rate 37.0% 40.0% 40.0%
================================================================================================================
Deferred taxes reflect the effects of temporary differences between carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes. For financial reporting purposes deferred
taxes are reflected without reduction for a valuation allowance. Components of
the Company's deferred tax assets and liabilities are presented in the
following table.
22
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
INCOME TAXES - CONTINUED
FEBRUARY 3, January 28
(In thousands) 1996 1995
- -------------------------------------------------------------------------------------------------------------------
Deferred tax assets:
Uniform inventory capitalization $ 8,988 $ 7,139
Inventory valuation allowance 2,309 2,193
Deferred credits 1,293 192
Other (each less than 5% of total assets) 10,859 9,738
- -------------------------------------------------------------------------------------------------------------------
Total deferred tax assets 23,449 19,262
- -------------------------------------------------------------------------------------------------------------------
Deferred tax liabilities:
Depreciation 15,144 14,325
Unrealized gain 880 760
Other 3,855 2,029
- -------------------------------------------------------------------------------------------------------------------
Total deferred tax liabilities 19,879 17,114
- -------------------------------------------------------------------------------------------------------------------
Net deferred tax assets $ 3,570 $ 2,148
===================================================================================================================
Net income taxes paid were $35,158,000, $29,613,000, and $19,288,000 in 1995,
1994, and 1993, respectively.
LONG-TERM OBLIGATIONS
SENIOR NOTES
The 10.5% senior notes are due in semi-annual principal payments commencing in
February 1995, until maturity in August 2002. Subject to the provisions of the
Note Purchase Agreement (Agreement) the Company may prepay all or part of the
outstanding principal balance. The Agreement contains provisions specifying
certain limitations on the Company's operations including the amount of future
long-term obligations, investments, dividends and the maintenance of specific
operating ratios. At February 3, 1996, $176,273,000 of retained earnings was
available for dividends under provisions of the Agreement.
The fair value of the senior notes is estimated based on the current rates
offered to the Company for debt with similar terms and remaining maturities.
The estimated fair value of the senior notes at February 3, 1996, was
$38,600,000 and the related carrying amount was $35,000,000. Maturities of
senior notes during the next five years are as follows:
(In thousands)
- -------------------------------------------------------------------------------------------------------
1996 $ 10,000
1997 5,000
1998 5,000
1999 4,500
2000 6,000
CREDIT AGREEMENTS
The Company has a $90,000,000 unsecured revolving credit agreement through June
1, 1997, which is seasonally adjusted to $110,000,000 from August through
November of the credit term. Outstanding borrowings, if any, at June 1, 1997
are payable one year thereafter. The funds available under this agreement may
be used for working capital requirements and other general corporate purposes.
The Company has the option to borrow at various interest rates and is required
to pay a 1/8 of 1% commitment fee on the average daily unused funds. Included
in the revolving credit agreement is a separate $50,000,000 letter of credit
facility which is seasonally adjusted to $75,000,000 from May through July and
expires June 1, 1996. The Company was contingently
23
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
CREDIT AGREEMENTS - CONTINUED
liable for outstanding letters of credit totaling $54,000,000 at February 3,
1996. Provisions of the revolving credit agreement include the maintenance of
certain standard financial ratios similar to those described for senior notes.
Additionally, $55,000,000 of uncommitted short-term credit facilities are
available, subject to provisions of the revolving credit agreement, at February
3, 1996. No borrowings were outstanding under any such credit agreements.
Interest paid, including capitalized interest of $147,000, $788,000 and
$486,000 in each of the respective previous three fiscal years, was $10,705,000
in 1995, $8,110,000 for 1994, and $6,314,000 in 1993.
DEFERRED CREDITS
The Company has commitments to certain vendors for future inventory purchases
totaling approximately $66,800,000 at February 3, 1996. Terms of the
commitments provide for these inventory purchases to be made through fiscal
1998 or later as may be extended. There are no annual minimum purchase
requirements.
EMPLOYEE BENEFIT PLANS
PENSION PLAN
The Company has a defined benefit pension plan covering substantially all of
its employees. Benefits are based on credited years of service and the
employee's compensation during the last five years of employment. The Company's
funding policy is to contribute annually the amount required to meet ERISA
funding standards. Contributions are intended to provide not only for benefits
attributed to service to date, but also for those anticipated to be earned in
the future. The Company amended its pension plan to provide benefits only to
employees hired on or before March 31, 1994.
The components of net periodic pension cost are comprised of the following:
(In thousands) 1995 1994 1993
- -----------------------------------------------------------------------------------------------------------------------
Service cost - benefits earned in the period $ 1,642 1,671 944
Interest cost on projected benefit obligation 811 689 592
Investment return on plan assets (631) (575) (557)
Net amortization and deferral 303 529 96
- -----------------------------------------------------------------------------------------------------------------------
Net periodic pension cost $ 2,125 2,314 1,075
=======================================================================================================================
Assumptions used in each year of the actuarial computations were:
Discount rate 6.5% 8.4% 7.2%
Rate of increase in compensation levels 5.5% 5.0% 5.0%
Expected long-term rate of return 9.0% 9.0% 9.0%
The following table sets forth the funded status of the Company's defined
benefit plan.
24
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
PENSION PLAN - CONTINUED
(In thousands) 1995 1994
- --------------------------------------------------------------------------------------------------------------------
Actuarial present value of:
Vested benefit obligation $ 10,857 $ 6,362
Non-vested benefits 2,091 1,352
- --------------------------------------------------------------------------------------------------------------------
Accumulated benefit obligation $ 12,948 $ 7,714
====================================================================================================================
Actuarial present value of projected benefit obligation $ 18,572 $ 10,278
Plan assets at fair value, primarily cash equivalents, U.S. Government
securities and obligations, and publicly traded stocks and mutual funds 8,910 6,848
- --------------------------------------------------------------------------------------------------------------------
Projected benefit obligation in excess of plan assets (9,662) (3,430)
Unrecognized prior service cost (947) (1,082)
Unrecognized net obligation at transition 239 252
Unrecognized net loss 9,454 4,006
- --------------------------------------------------------------------------------------------------------------------
Accrued pension cost $ (916) $ (254)
====================================================================================================================
Provisions of SFAS No. 87 "Employers' Accounting for Pensions," require
recognition of a minimum pension liability relating to certain unfunded pension
obligations. At February 3, 1996, the minimum pension liability was $3,122,000.
SAVINGS PLAN
The Company has a savings plan with a 401(k) deferral feature for all eligible
employees. Provisions of $1,650,000, $1,564,000, and $1,390,000 have been
charged to operations in fiscal 1995, 1994, and 1993, respectively.
LEASES
Leased property consists primarily of the Company's retail stores and certain
warehouse space. Many of the store leases have rent escalations and provide the
Company pay for real estate taxes, utilities, liability insurance and
maintenance. Certain leases provide for contingent rents, in addition to the
fixed monthly rent, based on a percentage of store sales above a specified
level. Additionally, leases generally provide options to extend the original
terms for an additional two to twenty years. Minimum operating lease
commitments as of February 3, 1996, are as follows:
(In thousands)
- ------------------------------------------------------------------------------------------------------------
1996 $ 64,230
1997 52,317
1998 39,305
1999 28,154
2000 14,664
Subsequent to 2000 13,969
- ------------------------------------------------------------------------------------------------------------
Total minimum operating lease payments $ 212,639
============================================================================================================
25
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
LEASES - CONTINUED
Total rental expense consisted of the following:
Fiscal Year
(In thousands) 1995 1994 1993
==========================================================================
Buildings $ 74,258 $ 62,555 $ 51,105
Equipment 4,823 4,695 2,807
- --------------------------------------------------------------------------
$ 79,081 $ 67,250 $ 53,912
==========================================================================
STOCKHOLDERS' EQUITY
EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
Earnings per common and common equivalent share are based on the weighted
average number of shares outstanding during each period including the
additional number of shares which would have been issuable upon exercise of
stock options, assuming that the Company used the proceeds received to purchase
additional shares at market value. The average number of common and common
equivalent shares outstanding during fiscal 1995, 1994 and 1993 were
48,902,797, 48,077,162, and 47,976,396, respectively.
STOCKHOLDER RIGHTS PLAN
Each share of the Company's common stock has one Right attached. The Rights
trade with the common stock and only become exercisable, or transferable apart
from the common stock, ten business days after a person or group (Acquiring
Person) acquires beneficial ownership of, or commences a tender or exchange
offer for, 20% or more of the Company's common stock. Each Right, under certain
circumstances, entitles its holder to acquire one one-hundredth of a share of
Series A Junior Participating Preferred Stock at a price of $35, subject to
adjustment. If 20% of the Company's common stock is acquired, or a tender offer
to acquire 20% of the Company's common stock is made, each Right not owned by
an Acquiring Person will entitle the holder to purchase Company common stock
having a market value of twice the exercise price of the Rights.
In addition, if the Company is involved in a merger or other business
combination, at any time there is a 20% or more stockholder of the Company, the
Rights will entitle a holder to buy a number of shares of common stock of the
acquiring company having a market value of twice the exercise price of each
Right. The Rights may be redeemed by the Company at $.01 per Right at any time
until the tenth day following public announcement that a 20% position has been
acquired. The Rights expire on April 18, 1999, and at no time have voting
power.
PREFERRED STOCK
In conjunction with the Stockholder Rights Plan the Company has reserved
600,000 shares of preferred stock for issuance thereunder.
STOCK PLANS
The Company measures compensation cost for stock options issued to employees
using the intrinsic value based method of accounting prescribed by APB Opinion
No. 25, "Accounting for Stock Issued to Employees". In October 1995 the
Financial Accounting Standards Board issued Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation," which requires
adoption no later than fiscal years beginning after December 15, 1995. Pursuant
to the new standard, companies are encouraged, but not required, to adopt the
fair value method of accounting for stock options and similar equity
instruments. The Company has elected to continue measuring compensation cost in
accordance with APB Opinion No. 25 and will adopt the additional disclosure
requirements of Statement No. 123 in fiscal 1996.
STOCK OPTION AND INCENTIVE PLANS
The Company had a Stock Option Plan (Plan) which expired in 1995. The Plan
provided that all options be granted at an exercise price at least equal to the
fair market value of the common stock at the date of grant. Options generally
became exercisable one year following the original date of grant in five equal
annual installments. However, upon an effective change in control of the
Company, all options granted were exercisable.
26
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
STOCK OPTION AND INCENTIVE PLANS - CONTINUED
During 1995, the Company adopted, subject to shareholder approval, the
Consolidated Stores Corporation 1996 Performance Incentive Plan (Incentive
Plan). The Incentive Plan provides for the issuance of stock options,
restricted stock, performance units, stock equivalent units, and stock
appreciation rights (SAR's). The annual maximum number of newly issued shares
available for issuance under the Incentive Plan is 2,000,000 plus an additional
1% of the total number of issued shares, including any Treasury Stock, at the
start of the Company's fiscal year plus shares available but not issued in
previous years of the Incentive Plan. Total newly issued shares available for
use under the Incentive Plan shall not exceed 15% of the total issued and
outstanding Common Stock as of any measurement date. A minimum of 6,700,000
shares are available for issuance and the term of each award is determined by a
committee of the Board of Directors charged with administering the Incentive
Plan. Options granted under the Incentive Plan may be either nonqualified or
incentive stock options and the exercise price is not less than the fair market
value, as defined, of the underlying common stock on the date of award. The
award price of an SAR is to be a fixed amount, not less than 100% of the fair
market value of a share of common stock at the date of award. Upon an effective
change in control of the Company all awards outstanding under the Incentive
Plan become vested. During 1995 the Company granted, subject to shareholder
approval of the Incentive Plan, 761,000 options with a exercise price of $20.00
per share.
The Company has a Director Stock Option Plan (DSOP), for non-employee
directors, pursuant to which up to 500,000 shares of the Company's common stock
may be issued upon exercise of options granted thereunder. The DSOP is
administered by the Compensation Committee of the Board of Directors pursuant
to an established formula. Neither the Board of Directors, nor the Compensation
Committee, exercise any discretion in administration of the DSOP. Grants are
made annually, 90 days following the annual meeting of stockholders, at an
exercise price equal to 100% of the fair market value on the date of grant. The
present formula provides for an annual grant of 5,000 options to each
non-employee director which becomes fully exercisable over a three year period,
beginning one year subsequent to grant.
The following table reflects transactions for the stock option, incentive and
DSOP plans:
Shares Price Range
- ----------------------------------------------------------------------------
Outstanding January 30, 1993 4,027,712 $ 2.12 - 15.38
Granted 708,600 $15.00 - 20.00
Canceled 107,160 $ 2.12 - 16.13
Exercised 283,945 $ 2.12 - 13.38
- ----------------------------------------------------------------------------
Outstanding January 29, 1994 4,345,207 $ 2.12 - 20.00
Granted 668,550 $12.00 - 18.75
Canceled 77,080 $ 2.50 - 18.75
Exercised 310,405 $ 2.12 - 16.13
- ----------------------------------------------------------------------------
Outstanding January 28, 1995 4,626,272 $ 2.12 - 20.00
Granted* 1,247,172 $16.25 - 22.00
Canceled 447,026 $ 3.63 - 19.87
Exercised 835,615 $ 2.12 - 19.87
- ----------------------------------------------------------------------------
OUTSTANDING FEBRUARY 3, 1996 4,590,803 $ 2.12 - 22.00
- ----------------------------------------------------------------------------
EXERCISABLE FEBRUARY 3, 1996 2,611,897 $ 2.12 - 20.00
- ----------------------------------------------------------------------------
AVAILABLE FOR GRANT AT FEBRUARY 3, 1996* --
- -----------------------------------------------------------
* Excludes shares subject to shareholder approval of the Incentive Plan.
RESTRICTED STOCK
The Company's Restricted Stock Plan (Plan) permits the granting of 500,000
shares of restricted stock awards to key employees, officers and directors. The
shares are restricted as to the right of sale and other disposition until
vested as determined by the Board of Directors. The Plan provides that on any
event that results in a change in effective control of the Company, all awards
of restricted stock would become vested as of the date of such change in
effective control. The Plan terminates in 1997 or when sooner terminated by the
Company's Board of Directors.
27
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
RESTRICTED STOCK - CONTINUED
As of February 3, 1996, 220,000 restricted shares were outstanding with respect
to restrictions which had not lapsed and shares available for grant totaled
173,072. Vesting of issued restricted shares occurs when, and in the noted
amounts, the closing price per share of the Company's common stock on the New
York Stock Exchange is as follows: 50,000 shares vest when the closing price is
at $30, 60,000 shares vest when the closing price is at $35, and 110,000 shares
vest when the closing price is at $40.
ADDITIONAL DATA
The following is a summary of certain financial data:
FEBRUARY 3, January 28,
(In thousands) 1996 1995
==========================================================================================
Other assets:
Investment in equity securities - at fair market value $ 2,316 $ 1,900
Net cash surrender value of life insurance policies 6,005 4,190
Other 2,155 2,757
- ------------------------------------------------------------------------------------------
$ 10,476 $ 8,847
==========================================================================================
Property and equipment - at cost:
Land $ 7,700 $ 7,577
Buildings 64,119 62,097
Fixtures and equipment 233,278 203,745
Transportation equipment 6,962 6,437
- ------------------------------------------------------------------------------------------
312,059 279,856
Construction-in-progress 9,689 --
- ------------------------------------------------------------------------------------------
321,748 279,856
Less accumulated depreciation 144,425 118,356
- ------------------------------------------------------------------------------------------
$ 177,323 $ 161,500
==========================================================================================
Accrued liabilities:
Salaries and wages $ 16,152 $ 11,303
Property, payroll and other taxes 24,120 24,279
Other 1,247 2,707
- ------------------------------------------------------------------------------------------
$ 41,519 $ 38,289
==========================================================================================
28
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
ADDITIONAL DATA - CONTINUED
The following analysis supplements changes in assets and liabilities presented
in the consolidated statements of cash flows.
Fiscal Year
(In thousands) 1995 1994 1993
=========================================================================
Accounts receivable $ (3,433) $ (659) $ (3,251)
Inventories (86,214) (49,252) (50,037)
Prepaid expenses (4,266) (2,329) (1,778)
Accounts payable 25,822 24,031 3,901
Accrued liabilities 3,230 6,657 1,924
Income taxes (1,566) (4,141) 11,160
- ------------------------------------------------------------------------
$ (66,427) $ (25,693) $ (38,081)
=========================================================================
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized quarterly financial data for fiscal 1995 and 1994 is presented
below:
Quarter
------------------------------------------------------
First Second Third Fourth* Year
============================================================