ITEM 1 BUSINESS
GENERAL
At January 29, 1994, Consolidated Stores Corporation (Company) conducted retail operations in 22 states and is the largest close-out retail company in the world. Through its principal operating subsidiary the Company operates 432 close-out retail stores under the name "Odd Lots" and "Big Lots" in 18 midwestern, southeastern and eastern states, and 177 single price point stores under the name "All for One" (AFO) in 15 states. The Company considers the general economic conditions of all markets in which it has retail operations to be good. Consumer goods are also sold on a wholesale basis throughout the continental United States.
The Company purchases and sells large quantities of close-out merchandise. Such merchandise consists of new, primarily brand name products, generally manufacturers' excess inventories, discontinued merchandise or goods that have not been sold successfully by traditional retailers and is obtained at a fraction of initial wholesale prices.
As a result of the holiday selling season the fourth quarter generally reflects higher net income and net sales than the other quarters. The first quarter of the fiscal year is usually the least profitable representing a traditional softness in retail sales following the holiday season.
Substantially all operations are conducted through subsidiaries, and references to the "Company" in this Item 1 include the Company and its subsidiaries.
PURCHASING
Purchasing for the retail operations, Odd Lots, Big Lots and AFO, is conducted by a single group of buyers. This buying group purchases merchandise from sources throughout the world and continually seeks opportunities created by manufacturers' overproduction and close-out circumstances, the overstocked inventories of wholesalers and retailers, receiverships, bankruptcies and financially distressed businesses, as well as other supply channels. The primary sources of merchandise are manufacturers, distributors, and importers. Many manufacturers and wholesalers offer some or all of their close-out merchandise to the Company prior to attempting to dispose of it through other channels. Historically, there have been various sources of supply available for each category of merchandise sold.
In many cases, the Company has developed valuable sources from which it obtains certain lines of merchandise on a continuing basis. The Company has purchase commitments to acquire certain lines of paper products over the next five years or as later may be extended. Utilization of purchase commitments in the future will be evaluated based on the general availability of the line of merchandise offered and other economic and operational factors. Long term purchase commitments are not foreseen to be a major source of merchandise in the future.
RETAIL OPERATIONS - ODD LOTS AND BIG LOTS
Certain general categories of merchandise are offered on a continual basis, although specific lines, products and manufacturers change frequently. Inventories depend primarily on the types of merchandise available for acquisition at any given time.
Historically, Odd Lots and Big Lots stores have offered substantial savings on housewares, electronics, hardware, automotive supplies, food items, health and beauty aids, sporting goods, toys, jewelry and softgoods. The stores also carry on a regular basis consumer items such as paint, batteries, electrical wire and accessories, trash bags, pet food, hand tools, greeting cards, and seasonal goods, including Christmas items, which are purchased directly from manufacturers, suppliers and importers on a recurring basis.
The stores advertise primarily in circulars. Odd Lots and Big Lots have also engaged in a limited amount of advertising on television and radio. During the fiscal year ended January 29, 1994, advertising expenditures were approximately 3.1 percent of net sales.
All Odd Lots and Big Lots stores are located in leased facilities and range in total size from 10,080 to 81,193 square feet. The average store is approximately 27,700 square feet in size. Generally, locations of 20,000 to 40,000 square feet are solicited with emphasis on locations of 22,000 to 30,000 square feet. Approximately 71.4% of the area of each store represents selling space.
Primary in selecting suitable store locations are existing structures which can be refurbished in a manner consistent with the intended merchandising concept. All of the stores are located in strip shopping centers or are free standing.
During the fiscal year ended January 29, 1994, 71 Odd Lots and Big Lots stores were opened, 20 closed, and it is estimated that by the end of the current fiscal year approximately 70 (55-60 net of store closings) new stores will be opened. Generally, a new store is profitable in its first full year of operation. Stores considered for closing are selectively evaluated by a Real Estate Committee, comprised of management, to established profitability standards. The cost of opening a new store in a leased facility is approximately $550,000 to $650,000, including inventory.
AFO
During fiscal 1993, 21 AFO stores were opened and 4 were closed. The AFO stores combine the value of quality merchandise, in a lively exciting environment, at a single price point of one dollar. The stores are located in fully enclosed malls or high traffic strip centers with major anchor stores. The AFO concept draws on pedestrian traffic in these locations to attract the value shopper who buys on impulse.
Each store carries a varied line of value-oriented general consumer merchandise, similar to the categories available in Odd Lots and Big Lots stores, which can be offered at the one dollar price point. During 1994, a limited amount of floor space in selected AFO stores will be dedicated to offering merchandise at a price point above one dollar. The area dedicated to over one dollar merchandise in any particular store will be dependent on available space, lease restrictions, if any, and the demographics of a particular location.
In general the AFO operations do not independently advertise merchandise available for sale. Advertising by participation in mall or strip center sponsored programs are the only regularly scheduled advertising promotions.
All AFO stores are located in leased facilities and range in total size from 1,833 to 7,667 square feet and average approximately 3,652 square feet in size. Approximately 74.5% of the area of each store represents selling space. Generally, locations of 3,000 to 5,000 square feet are considered desirable for lease.
The cost of opening a store in a leased facility averages approximately $150,000 to $200,000, including inventory.
DISTRIBUTION
All merchandise distribution activities are conducted from central distribution facilities located in Columbus, Ohio. A majority of the merchandise purchased for the stores is shipped by common carrier directly to the distribution facilities and from there is shipped by truck to the various stores utilizing an outside transportation company.
OTHER OPERATIONS
The Company also sells goods 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 January 29, 1994, the Company had 16,399 active associates. At any time throughout fiscal 1993, approximately two-thirds of the associates were employed on a part-time basis. Temporary associates hired during the Christmas selling season increased the number of associates to a peak of 19,487 in fiscal 1993. The relationship with associates is considered to be good and the Company is not a party to any labor agreements.
COMPETITIVE CONDITIONS
The retail operations compete with discount department stores, deep discount drugstore chains, and other value oriented specialty retailers. The Company also competes with numerous distributors, jobbers, exporters, dealers, and others which sell many of the items sold wholesale by the registrant. Competition is often intense; however, by reason of the ability to make purchase of close-out, bulk, and surplus items, the Company believes its prices compare favorably with those of its competitors.
There is increasing competition for the purchase of such merchandise. The Company believes that it has, and will continue to have, sufficient sources to enable it to continue purchasing such merchandise in the future. Furthermore, the wholesale capabilities and, as the number and sales volume of its stores grow, the ability to take advantage of opportunistic purchases of large quantities of merchandise at favorable prices will increase accordingly.
ITEM 2
ITEM 2 PROPERTIES
CORPORATE, WAREHOUSE AND DISTRIBUTION
The Company owns a 2,500,000-square-foot office, warehouse and distribution facility. Approximately 150,000 square feet of this facility represent office space utilized for corporate offices. The balance represents warehouse and distribution space. Warehousing and distribution is also conducted from a leased 390,000-square-foot facility. Both facilities are located in Columbus, Ohio.
The owned warehouse and distribution facility is fully mechanized for the warehousing and distribution of retail merchandise. Approximately 1,850,000 square feet is utilized for retail operations and 500,000 square feet for wholesale inventories. The leased facility is dedicated for AFO merchandise distribution. All stores are serviced from these warehouse and distribution facilities.
Early in 1994, completion of a 387,000-square-foot expansion of the owned warehouse and distribution facility is planned. The additional space will be utilized for the distribution and warehouse requirements of the retail operations.
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, liability insurance 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 store lease is for an initial term of three to five years with a five-year renewal option. The following tables set forth store lease expiration information for existing and committed leases and a state location summary at January 29, 1994.
ITEM 3
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 aggregate, will be immaterial.
ITEM 4
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.
PART II
ITEM 5
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 periods indicated.
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
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.
ITEM 7
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW AND TRENDS
The Company's business operations are comprised of one primary segment - the retail sales of "close-out" merchandise. At January 29, 1994, retail sales were conducted through 432 Odd Lots and Big Lots specialty retail stores offering merchandise at substantial discounts and 177 All for One single price point retail stores. Operations of Odd Lots and Big Lots have annually comprised in excess of 88% of the total sales and gross profit in each of the past three fiscal years. The number of stores in operation has significantly expanded over the past three years increasing from 337 at the start of fiscal 1991 to 609 in fiscal 1993. Funding for this store expansion, in addition to other capital requirements, have been provided by internally generated funds from operations supplemented on an interim basis by utilization of available credit facilities.
The retail operation is somewhat seasonal due to the fourth quarter holiday selling season. As such the fourth quarter generally reflects higher net sales and income. In contrast the first quarter of the fiscal year is generally the least profitable displaying the customary softness in retail sales following the holiday season. Quarterly fluctuations of inventory balances reflect the opportunistic purchases available at any given time and the increase in the number of stores. On a per store basis, inventories have traditionally been lower at the end of the fiscal year and build throughout the next three quarters to a peak level in anticipation of the holiday season.
RESULTS OF OPERATIONS
A $1 billion sales volume milestone was reached in fiscal 1993 as record sales of $1.055 billion, a 13.6% increase, were achieved. Resulting net income of $43.0 million, a 15.9% increase, was also a record.
The following table compares components of the statements of earnings as a percent to net sales and presents the percentage change to the prior year.
NET SALES
Significant increases in net sales have been realized over the past three fiscal years. These increases have resulted primarily from the expanded number of retail stores in operation and increases in comparable store sales (stores open more than two years at the beginning of the year).
Net sales increased 13.6% to a record $1.055 billion in 1993 compared to $929.3 million in 1992, which increased 20.5% above 1991. The sales from 92 new store openings contributed $106.7 million, 84.6%, of the 1993 increase. The $114.8 million in sales from 167 new stores opened in 1992 accounted for 72.8% of that year's sales gain. Comparable store sales increases of 1.8%, $11.2 million, in 1993 and 4.3%, $24.9 million, in 1992 contributed approximately 8.9% and 15.8% of those respective years' overall sales increases. Sales in the first quarter and fourth quarter of fiscal 1993 were negatively impacted by the unusual winter weather patterns that occurred in many of the markets stores operated.
Components of net sales are presented below:
Net sales of ODD LOTS and BIG LOTS increased 12.4%, $103.7 million, compared to a 12.5%, $92.9 million, increase in 1992. AFO sales increased 26.4%, $19.3 million, in 1993. The increase in 1992 AFO sales of $65.3 million is principally the result of the 120 new store openings and the full year sales effect of stores opened in 1991.
GROSS PROFIT
Gross profit for 1993 was $462.1 million, 43.8% of sales, compared to $398.9 million, or 42.9% of sales 1992. The gross profit as a percent of sales has increased over the past three years primarily from planned improvements in initial markups and an improved merchandise mix placing an emphasis to eliminate or demphasize low margin or high markdown items. Improved inventory shrink results have also enhanced gross margins over the past three years. Inventory valuation allowances, primarily for inventory aging and similar items, are adjusted throughout the year. Increases and decreases in these valuations are subject to evaluation of supporting data and other factors management believes to be relevant in the circumstances.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses as a percent to sales increased .6% to 36.6% in 1993 compared with 36.0% in 1992. The volume increase of 15.4% between 1993 and 1992 is slightly higher than the 14.4% comparative increase in net sales reflecting the effect of fixed store operating expenses on a lower than planned sales base as a result of the winter storms discussed above. The 1992 increase of .5% to 36.0% from the 1991 level of 35.5% is associated with expenses incurred to implement the systems and procedures, and hire personnel to accommodate the planned growth in AFO.
INTEREST EXPENSE
Interest expense as a percent to net sales was .6% for 1993 and 1992, and .7% in 1991. The volume of interest expense increased 2.0% in 1993 compared to 1992 and declined 9.1% in the 1992-1991 period comparison. For 1993 the volume increase is associated with greater weighted average seasonal borrowings throughout the year. This increase primarily reflects the full year impact of the inventory levels associated with the 1992 AFO expansion and other capital expenditures. In 1992 the weighted average borrowing related to credit agreements was reduced compared to 1991 levels. Both 1993 and 1992 realized benefits from lower effective interest rates on short-term borrowings.
INCOME TAXES
Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes," was adopted at the beginning of fiscal 1993. Adoption of the accounting standard was not material to the financial position or results of operations.
The effective tax rate increased to 40.0% in fiscal 1993 compared to 38.4% and 38.0% in the prior two fiscal periods. In 1993 the Omnibus Budget Reconciliation Act of 1993 (Act) was signed into law. Major provisions of the Act affecting the Company increased the Federal income tax rate from 34.0% to 35.0% and provided for the retroactive extension of the Targeted Jobs Tax Credit (TJTC). Benefits recognized from TJTC as a reduction of the effective tax rate in the prior three fiscal years have been .7%, 1.0%, and 2.9%, respectively. Realization of any future TJTC benefits may be subject to Federal legislation. Also, certain states in which operations are conducted have passed legislation enacting future increased tax rates.
CAPITAL RESOURCES AND LIQUIDITY
Sources of liquidity over the past three years have been derived from two primary sources: operations and borrowings from available credit facilities. Net cash provided from operating activities over the last three fiscal years, as detailed in the consolidated statements of cash flows, have been $29.4 million, $34.9 million, and $53.8 million, respectively. As necessary the Company utilized its available credit facilities to supplement cash provided from operations, principally for store expansion, seasonal inventory purchases, and capital expenditure programs. In 1993 long-term purchase commitments provided a source of capital not previously utilized. Future use of such long-term commitments are not anticipated to provide any significant capital resources. The cash provided from operations over the past three fiscal years has been sufficient whereby the Company has fully liquidated the balance of its outstanding credit agreements prior to the fiscal year end. Total debt as a percent of total capitalization, i.e., total debt and stockholders' equity, was 16.2% at January 29, 1994, compared with 19.3% and 22.7% at each of the respective prior fiscal year ends. Working capital for each of the past three fiscal years has increased to $174.5 million in 1993 from $142.3 million and $120.3 million in 1992 and 1991, respectively. This data reflects the strength of the Company's balance sheet and the capacity to absorb debt financing if required.
Capital expenditures for 1993 were $46.0 million compared with $40.4 million and $18.1 million in the previous two years. The capital expenditure program in fiscal 1994 is anticipated to be approximately $50.0 million. Approximately $8.5 million will be for completion of a 387,000-square-foot expansion of the central distribution facility in the first quarter of 1994. New store expansion of net 90-100 locations will utilize most of the balance of the 1994 capital program.
At January 29, 1994, available credit facilities were $104.8 million under a committed credit facility of $130.0 million plus an additional $45.0 million under uncommitted facilities. The Company believes that capital resources from currently available cash, cash generated from future operations, and the availability of existing credit facilities will be sufficient to meet its foreseeable capital and seasonal operating requirements.
NEW ACCOUNTING STANDARDS
In fiscal 1993 the Company adopted SFAS No. 106, "Employer's Accounting for Postretirement Benefits Other Than Pensions," and SFAS No. 112 "Employer's Accounting for Postemployment Benefits." SFAS No. 106 prescribes the accounting for certain nonpension benefits provided to retired employees and requires accrual of such benefits over the working life of the employee rather than on a cash payment basis. SFAS No. 112 addresses the accounting for the estimated cost of benefits provided to former or inactive employees prior to retirement. Under the Company's present benefit structure, the effect of these pronouncements was not material.
ITEM 8
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 January 29, 1994, and January 30, 1993, and the related consolidated statements of earnings, stockholders' equity and cash flows for each of the three fiscal years in the period ended January 29, 1994. Our audits also included the financial statement schedules listed in the Index at Item 14(a)2. These consolidated financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedules 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 as of January 29, 1994, and January 30, 1993, and the consolidated results of their operations and their cash flows for each of the three fiscal years in the period ended January 29, 1994, in conformity with generally accepted accounting principles. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.
Deloitte & Touche
Dayton, Ohio February 19, 1994
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except per share data)
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data)
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands)
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FISCAL YEAR The Company follows the concept of a 52/53 week fiscal year which ends on the Saturday nearest to January 31.
PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated.
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 At January 29, 1994, the non-current investment in equity securities is classified as Other Assets in the consolidated balance sheets and is 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.
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.
INVENTORIES
Inventories are comprised of the following:
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
INCOME TAXES
Effective January 31, 1993, the Company adopted SFAS No. 109 "Accounting for Income Taxes." The statement requires the use of the asset and liability approach for financial reporting for income taxes. Financial statements for prior years have not been restated and the cumulative effect of the accounting change was not material. The provision for income taxes is comprised of the following:
A reconciliation between the statutory federal income tax rate and the effective tax rate follows:
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 at January 29, 1994, are as follows:
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
INCOME TAXES - CONTINUED
The fiscal 1992 and 1991 provision for deferred income taxes is comprised of the following:
Net income taxes paid were $19,288,000, $19,170,000, and $8,082,000 in 1993, 1992, and 1991, 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 subsequent to July 1993. 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 January 29, 1994, $91,551,000 of retained earnings were 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 January 29, 1994, was $57,584,000 and the related carrying amount was $50,000,000. Maturities of senior notes during the next five fiscal years are as follows:
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
LONG-TERM OBLIGATIONS - CONTINUED
CREDIT AGREEMENTS The Company has a $130,000,000 unsecured revolving credit agreement through June 1, 1995, and a term loan for outstanding borrowings for 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 undrawn funds. Provisions of the agreement include the maintenance of certain standard financial ratios similar to those described for senior notes. Additionally, $45,000,000 of uncommitted short-term credit facilities were available at January 29, 1994. No borrowings were outstanding under any such credit agreements.
The Company was contingently liable for outstanding letters of credit totaling $25,171,000 at January 29, 1994.
Interest paid, including capitalized interest of $486,000 in 1993, totaled $6,314,000, $5,775,000, and $6,017,000, for fiscal years 1993, 1992, and 1991, respectively.
DEFERRED CREDITS
The Company received payments during fiscal 1993 related to commitments to certain vendors for future inventory purchases. Open commitments at January 29, 1994 were approximately $103,000,000 to be purchased 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. Subsequent to January 29, 1994, 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:
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
EMPLOYEE BENEFIT PLANS - CONTINUED
PENSION PLAN - CONTINUED
The following table sets forth the funded status of the Company's defined benefit plan.
Provisions of SFAS No. 87, "Employers' Accounting for Pensions," require recognition of a minimum pension liability relating to certain unfunded pension obligations. Principally as a result of the decrease in discount rate and change in plan benefits in 1993, the Company recorded a minimum pension liability of $2,357,000 with a corresponding reduction of stockholders' equity, net of tax benefits.
SAVINGS PLAN The Company has a savings plan with a 401(k) deferral feature for all eligible employees. Provisions of $1,390,000, $920,000, and $733,000 have been charged to operations in fiscal 1993, 1992, and 1991, respectively.
LEASES
Leased property consists of the Company's retail stores. Store leases generally provide for fixed monthly rental payments plus the payments, in most cases, of 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.
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
LEASES - CONTINUED
Minimum operating lease commitments as of January 29, 1994, are as follows:
Total rental expense consisted of the following:
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 and, in 1993 and 1992, on 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 1993, 1992 and 1991 were 47,976,396, 47,676,377, and 45,797,325, 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.
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
STOCKHOLDERS' EQUITY - CONTINUED
PREFERRED STOCK In conjunction with the Stockholder Rights Plan the Company has reserved 600,000 shares of preferred stock for issuance thereunder.
STOCK PLANS
STOCK OPTION PLANS The Company has a Stock Option Plan (Plan) which provides for the grant of options to executives for the purchase of up to 6,800,000 shares of the Company's common stock. The Plan requires 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. The options generally become 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 become exercisable.
The Company has a Director Stock Option Plan (DSOP), for non-employee directors, pursuant to which up to 200,000 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.
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
STOCK PLANS - CONTINUED
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.
The cost of the awards, determined at the date of grant, is charged to income over the period the restriction lapses. As of January 29, 1994, no restricted shares were outstanding with respect to which restrictions had not lapsed and shares available for grant totaled 391,822.
ADDITIONAL DATA
The following is a summary of certain additional financial data:
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.
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized quarterly financial data for fiscal 1993 and 1992 is presented below:
ITEM 9
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
PART III
ITEMS 10 - 13
Pursuant to Instruction G(3) to Form 10-K, the information required in Items 10 - 13 is incorporated by reference from the Company's definitive proxy statement which will be filed with the Commission pursuant to Regulation 14A on or about May 8, 1994.
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) INDEX TO CONSOLIDATED FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES ------------------------------------------------------------------------- AND EXHIBITS ------------ 1. Financial Statements -------------------- Page
Independent Auditors' Report 12 Consolidated Statements of Earnings 13 Consolidated Balance Sheets 14 Consolidated Statements of Stockholders' Equity 15 Consolidated Statements of Cash Flows 16 Notes to Consolidated Financial Statements 17
2. Financial Statement Schedules -----------------------------
Schedule Description -------- -----------
II Amounts Receivable from Employees 30
V Property, Plant and Equipment 31
VI Accumulated Depreciation, Depletion, and Amortization of Property, Plant and Equipment 32
VIII Valuation and Qualifying Accounts 33
X Supplementary Operations Statement Information 34
All other financial statements and schedules not listed in the preceding indexes are omitted as the information is not applicable or the information is presented in the consolidated financial statements or notes thereto.
(b) REPORTS ON FORM 8-K ------------------- There were no reports on Form 8-K filed during the last quarter of the fiscal year ended January 29, 1994.
(c) EXHIBITS
Exhibits marked with an asterisk (*) are filed herewith.
EXHIBIT NO. DOCUMENT ----------- ---------------------------------
3(a) Form of Restated Certificate of Incorporation of the Company (Exhibit 4(a) to the Company's Registration Statement (No. 33-6086) on Form S-8 and incorporated herein by reference)
3(b) Amended and Restated By-laws of the Company (Exhibit 3(c) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated herein by reference)
3(c) Amendment to By-laws dated April 14, 1992 (Exhibit 3(c) to the Company's Annual Report on Form 10-K for the year ended February 1, 1992 and incorporated herein by reference)
4(a) Specimen Stock Certificate (Exhibit 4(a) to the Company's Annual Report on Form 10-K for the year ended February 1, 1992 and incorporated herein by reference)
4(b) Summary of Rights to Purchase Preferred Stock (Exhibit 4(b) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated herein by reference)
4(c) Rights Agreement between the Company and National City Bank (Exhibit 4(c) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated herein by reference)
4(d) Form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of the Company (Exhibit 4(d) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated herein by reference)
10(a) Executive Stock Option and Stock Appreciation Rights Plan as amended and restated October 9, 1990 (Exhibit 10(c) to the Company's Annual Report on Form 10-K for the year ended February 1, 1992 and incorporated herein by reference)
10(a)(i) Consolidated Stores Corporation Directors Stock Option Plan (Exhibit 10(q) to the Company's Registration Statement (No. 33-42502) on Form S-8 and incorporated herein by reference)
10(a)(ii) Consolidated Stores Corporation Amended and Restated Directors Stock Option Plan (Exhibit 10(c)(ii) to the Company's Annual Report on Form 10-K for the year ended February 1, 1992 and incorporated herein by reference)
10(b) Consolidated Stores Corporation Supplemental Savings Plan (Exhibit 10(r) to the Company's Registration Statement (No. 33-42692) on Form S-8 and incorporated herein by reference)
10(c) CSIC Pension Plan and Trust dated March 1, 1976 (Exhibit 10(h)(i) to the Company's Registration Statement (No. 2-97642) on Form S-1 and incorporated herein by reference)
10(c)(i) Amendment to CSIC Pension Plan and Trust (Exhibit 10(h)(ii) to the Company's Registration Statement (No. 2-97642) on Form S-1 and incorporated herein by reference)
10(c)(ii) Amendment No. 2 to CSIC Pension Plan and Trust (Filed as an Exhibit to the Company's Registration Statement (No. 33-6086) on Form S-8 and incorporated herein by reference)
EXHIBIT NO. DOCUMENT ----------- --------------------------------- 10(c)(iii) Amendment No. 3 to CSIC Pension Plan and Trust (Exhibit 10(h)(iv) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated herein by reference)
10(d) Supplemental Pension Agreement with William B. Snow (Exhibit 10(e) to the Company's Annual Report on Form 10-K for the year ended February 2, 1991 and incorporated by reference)
10(e) Credit Agreement dated as of June 10, 1993, among Consolidated Stores Corporation and C.S. Ross Company, in favor of National City Bank, Columbus, NBD Bank, N.A., Bank One, Columbus, N.A., and The Bank of Tokyo Trust Company (Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 1, 1993 and incorporated herein by reference)
10(f) Credit Guarantee dated as of June 10, 1993, among Consolidated Stores Corporation and TRO, Inc. in favor of National City Bank, Columbus, NBD Bank, N.A., Bank One, Columbus, N.A., and The Bank of Tokyo Trust Company (Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 1, 1993 and incorporated herein by reference)
10(f)(i) Credit Guarantee dated as of June 10, 1993, made by subsidiaries of Consolidated Stores Corporation in favor of National City Bank, Columbus, NBD Bank, N.A., Bank One, Columbus, N.A., and The Bank of Tokyo Trust Company (Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 1, 1993 and incorporated herein by reference)
10(g) Form of Note Purchase Agreement dated as of August 1, 1987 relating to CSIC 10.50% Senior Notes due August 1, 2002 (Exhibit 10(m) to the Company's Annual Report on Form 10-K for the year ended January 30, 1988 and incorporated herein by reference)
10(h) Employment Agreement with William G. Kelley (Exhibit 10(r) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated herein by reference)
10(i)* Employment Agreement as of February 21, 1994, with Brady J. Churches
10(j)* Employment Agreement as of February 21, 1994, with Jerry D. Sommers
10(k)* Employment Agreement as of February 21, 1994, with Mark N. Hanners
10(l) Promissory Note dated July 12, 1991 between William G. Kelley and Lois Ellen Kelley and Consolidated Stores Corporation (Exhibit 10(k) to the Company's Annual Report on Form 10-K for the year ended February 1, 1992 and incorporated herein by reference)
10(m) Consolidated Stores Corporation 1987 Restricted Stock Plan as amended and restated (Exhibit 10(p)(i) to the Company's Annual Report on Form 10-K for the ended February 3, 1990 and incorporated by reference herein)
10(n) Consolidated Stores Corporation Savings Plan and Trust, as amended and restated (Exhibit 10(q)(i) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated by reference herein)
EXHIBIT NO. DOCUMENT ----------- ---------------------------------
10(o) Form of Executive Severance Agreement of the Company (Exhibit 10(s)(i) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated herein by reference)
10(p) Form of Senior Executive Severance Agreement of the Company (Exhibit 10(s)(i) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated herein by reference)
10(q) Consolidated Stores Executive Benefits Plan (Exhibit 10(t) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated herein by reference)
21* List of subsidiaries of the Company
23* Consent of Deloitte & Touche
24 Powers of Attorney (Exhibit 25 to Company's Annual Report on Form 10-K for the year ended January , 30, 1993 and incorporated herein by reference)
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES SCHEDULE II - AMOUNTS RECEIVABLE FROM EMPLOYEES (In thousands)
(1) Note was issued on July 12, 1991, and is due July 11, 1996. The note is interest free and is secured by an Open-End Mortgage and Security Agreement (Agreement) on Mr. Kelley's personal residence. The Agreement is subordinate to a prior mortgage on the residence.
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT (In thousands)
Note: See Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements for depreciation methods.
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT (In thousands)
Note: See Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements for depreciation methods.
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS (In thousands)
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES SCHEDULE X - SUPPLEMENTARY OPERATIONS STATEMENT INFORMATION (In thousands)
Note: All items omitted are less than 1% of total sales.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
By: /s/ William G. Kelley ----------------------------- William G. Kelley Chairman of the Board and Chief Executive Officer
Dated: April 21, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Name and Signature Title Date =============================================================================== __ /s/ William G. Kelley Chairman of the Board | - ------------------------- and Chief Executive Officer | William G. Kelley | | | | /s/ William B. Snow Director, Executive Vice | - ------------------------- President, Chief Financial | William B. Snow Officer, and Principal | Accounting Officer | | | /s/ Brady J. Churches | - ------------------------- | Brady J. Churches President and Director | April 21, 1994 | Michael L. Glazer Director * | David T. Kollat Director * | Nathan Morton Director * | John L. Sisk Director * | Dennis B. Tishkoff Director * | William A. Wickham Director * | | | *By: /s/ William G. Kelley | --------------------- | (William G. Kelley, as | Attorney-in-Fact for each of | the persons indicated) __|
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) INDEX TO CONSOLIDATED FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES ------------------------------------------------------------------------- AND EXHIBITS ------------ 1. Financial Statements -------------------- Page
Independent Auditors' Report 12 Consolidated Statements of Earnings 13 Consolidated Balance Sheets 14 Consolidated Statements of Stockholders' Equity 15 Consolidated Statements of Cash Flows 16 Notes to Consolidated Financial Statements 17
2. Financial Statement Schedules -----------------------------
Schedule Description -------- -----------
II Amounts Receivable from Employees 30
V Property, Plant and Equipment 31
VI Accumulated Depreciation, Depletion, and Amortization of Property, Plant and Equipment 32
VIII Valuation and Qualifying Accounts 33
X Supplementary Operations Statement Information 34
All other financial statements and schedules not listed in the preceding indexes are omitted as the information is not applicable or the information is presented in the consolidated financial statements or notes thereto.
(b) REPORTS ON FORM 8-K ------------------- There were no reports on Form 8-K filed during the last quarter of the fiscal year ended January 29, 1994.
(c) EXHIBITS
Exhibits marked with an asterisk (*) are filed herewith.
EXHIBIT NO. DOCUMENT ----------- ---------------------------------
3(a) Form of Restated Certificate of Incorporation of the Company (Exhibit 4(a) to the Company's Registration Statement (No. 33-6086) on Form S-8 and incorporated herein by reference)
3(b) Amended and Restated By-laws of the Company (Exhibit 3(c) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated herein by reference)
3(c) Amendment to By-laws dated April 14, 1992 (Exhibit 3(c) to the Company's Annual Report on Form 10-K for the year ended February 1, 1992 and incorporated herein by reference)
4(a) Specimen Stock Certificate (Exhibit 4(a) to the Company's Annual Report on Form 10-K for the year ended February 1, 1992 and incorporated herein by reference)
4(b) Summary of Rights to Purchase Preferred Stock (Exhibit 4(b) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated herein by reference)
4(c) Rights Agreement between the Company and National City Bank (Exhibit 4(c) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated herein by reference)
4(d) Form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of the Company (Exhibit 4(d) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated herein by reference)
10(a) Executive Stock Option and Stock Appreciation Rights Plan as amended and restated October 9, 1990 (Exhibit 10(c) to the Company's Annual Report on Form 10-K for the year ended February 1, 1992 and incorporated herein by reference)
10(a)(i) Consolidated Stores Corporation Directors Stock Option Plan (Exhibit 10(q) to the Company's Registration Statement (No. 33-42502) on Form S-8 and incorporated herein by reference)
10(a)(ii) Consolidated Stores Corporation Amended and Restated Directors Stock Option Plan (Exhibit 10(c)(ii) to the Company's Annual Report on Form 10-K for the year ended February 1, 1992 and incorporated herein by reference)
10(b) Consolidated Stores Corporation Supplemental Savings Plan (Exhibit 10(r) to the Company's Registration Statement (No. 33-42692) on Form S-8 and incorporated herein by reference)
10(c) CSIC Pension Plan and Trust dated March 1, 1976 (Exhibit 10(h)(i) to the Company's Registration Statement (No. 2-97642) on Form S-1 and incorporated herein by reference)
10(c)(i) Amendment to CSIC Pension Plan and Trust (Exhibit 10(h)(ii) to the Company's Registration Statement (No. 2-97642) on Form S-1 and incorporated herein by reference)
10(c)(ii) Amendment No. 2 to CSIC Pension Plan and Trust (Filed as an Exhibit to the Company's Registration Statement (No. 33-6086) on Form S-8 and incorporated herein by reference)
EXHIBIT NO. DOCUMENT ----------- --------------------------------- 10(c)(iii) Amendment No. 3 to CSIC Pension Plan and Trust (Exhibit 10(h)(iv) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated herein by reference)
10(d) Supplemental Pension Agreement with William B. Snow (Exhibit 10(e) to the Company's Annual Report on Form 10-K for the year ended February 2, 1991 and incorporated by reference)
10(e) Credit Agreement dated as of June 10, 1993, among Consolidated Stores Corporation and C.S. Ross Company, in favor of National City Bank, Columbus, NBD Bank, N.A., Bank One, Columbus, N.A., and The Bank of Tokyo Trust Company (Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 1, 1993 and incorporated herein by reference)
10(f) Credit Guarantee dated as of June 10, 1993, among Consolidated Stores Corporation and TRO, Inc. in favor of National City Bank, Columbus, NBD Bank, N.A., Bank One, Columbus, N.A., and The Bank of Tokyo Trust Company (Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 1, 1993 and incorporated herein by reference)
10(f)(i) Credit Guarantee dated as of June 10, 1993, made by subsidiaries of Consolidated Stores Corporation in favor of National City Bank, Columbus, NBD Bank, N.A., Bank One, Columbus, N.A., and The Bank of Tokyo Trust Company (Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 1, 1993 and incorporated herein by reference)
10(g) Form of Note Purchase Agreement dated as of August 1, 1987 relating to CSIC 10.50% Senior Notes due August 1, 2002 (Exhibit 10(m) to the Company's Annual Report on Form 10-K for the year ended January 30, 1988 and incorporated herein by reference)
10(h) Employment Agreement with William G. Kelley (Exhibit 10(r) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated herein by reference)
10(i)* Employment Agreement as of February 21, 1994, with Brady J. Churches
10(j)* Employment Agreement as of February 21, 1994, with Jerry D. Sommers
10(k)* Employment Agreement as of February 21, 1994, with Mark N. Hanners
10(l) Promissory Note dated July 12, 1991 between William G. Kelley and Lois Ellen Kelley and Consolidated Stores Corporation (Exhibit 10(k) to the Company's Annual Report on Form 10-K for the year ended February 1, 1992 and incorporated herein by reference)
10(m) Consolidated Stores Corporation 1987 Restricted Stock Plan as amended and restated (Exhibit 10(p)(i) to the Company's Annual Report on Form 10-K for the ended February 3, 1990 and incorporated by reference herein)
10(n) Consolidated Stores Corporation Savings Plan and Trust, as amended and restated (Exhibit 10(q)(i) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated by reference herein)
EXHIBIT NO. DOCUMENT ----------- ---------------------------------
10(o) Form of Executive Severance Agreement of the Company (Exhibit 10(s)(i) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated herein by reference)
10(p) Form of Senior Executive Severance Agreement of the Company (Exhibit 10(s)(i) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated herein by reference)
10(q) Consolidated Stores Executive Benefits Plan (Exhibit 10(t) to the Company's Annual Report on Form 10-K for the year ended February 3, 1990 and incorporated herein by reference)
21* List of subsidiaries of the Company
23* Consent of Deloitte & Touche
24 Powers of Attorney (Exhibit 25 to Company's Annual Report on Form 10-K for the year ended January , 30, 1993 and incorporated herein by reference)
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES SCHEDULE II - AMOUNTS RECEIVABLE FROM EMPLOYEES (In thousands)
(1) Note was issued on July 12, 1991, and is due July 11, 1996. The note is interest free and is secured by an Open-End Mortgage and Security Agreement (Agreement) on Mr. Kelley's personal residence. The Agreement is subordinate to a prior mortgage on the residence.
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT (In thousands)
Note: See Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements for depreciation methods.
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT (In thousands)
Note: See Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements for depreciation methods.
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS (In thousands)
CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES SCHEDULE X - SUPPLEMENTARY OPERATIONS STATEMENT INFORMATION (In thousands)
Note: All items omitted are less than 1% of total sales.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
By: /s/ William G. Kelley ----------------------------- William G. Kelley Chairman of the Board and Chief Executive Officer
Dated: April 21, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Name and Signature Title Date =============================================================================== __ /s/ William G. Kelley Chairman of the Board | - ------------------------- and Chief Executive Officer | William G. Kelley | | | | /s/ William B. Snow Director, Executive Vice | - ------------------------- President, Chief Financial | William B. Snow Officer, and Principal | Accounting Officer | | | /s/ Brady J. Churches | - ------------------------- | Brady J. Churches President and Director | April 21, 1994 | Michael L. Glazer Director * | David T. Kollat Director * | Nathan Morton Director * | John L. Sisk Director * | Dennis B. Tishkoff Director * | William A. Wickham Director * | | | *By: /s/ William G. Kelley | --------------------- | (William G. Kelley, as | Attorney-in-Fact for each of | the persons indicated) __|