10-Q 1 l87928ae10-q.txt D.I.Y. HOME WAREHOUSE, INC. 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File Number 0-21768 D.I.Y. Home Warehouse, Inc. --------------------------- (Exact name of registrant as specified in its charter) State of Ohio 38-2560752 (State of Incorporation) (I.R.S. Employer I.D. No.) 5811 Canal Road Valley View, Ohio 44125 (216) 328-5100 (Address of principal executive offices and telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at April 30, 2001 ---------------------------- ----------------------------- Common Stock, no par value 7,276,059 2 D.I.Y. HOME WAREHOUSE, INC. INDEX PAGE NO. ----- -------- PART I FINANCIAL INFORMATION Item 1. Financial Statements Condensed Balance Sheet - March 31, 2001 and December 30, 2000........................ 3 Condensed Statement of Operations - Three Months Ended March 31, 2001 and April 1, 2000........................................... 4 Condensed Statement of Stockholders' Equity - Three Months Ended March 31, 2001........................... 5 Condensed Statement of Cash Flows - Three Months Ended March 31, 2001 and April 1, 2000........................................... 6 Notes to Condensed Financial Statements..................... 7 - 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............ 10 - 13 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K............................ 14 - 25 2 3 PART I - FINANCIAL INFORMATION D.I.Y. HOME WAREHOUSE, INC. CONDENSED BALANCE SHEET

See accompanying notes to condensed financial statements. 3 4 D.I.Y. HOME WAREHOUSE, INC. CONDENSED STATEMENT OF OPERATIONS (Unaudited)

See accompanying notes to condensed financial statements. 4 5

See accompanying notes to condensed financial statements. 5 6 D.I.Y. HOME WAREHOUSE, INC. CONDENSED STATEMENT OF CASH FLOWS (Unaudited)

See accompanying notes to condensed financial statements. 6 7 D.I.Y. HOME WAREHOUSE, INC. Notes to Condensed Financial Statements (Unaudited) 1. Basis of Presentation In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of March 31, 2001 and the results of operations and cash flows for the three months ended March 31, 2001 and April 1, 2000. The condensed financial statements should be read in conjunction with the financial statements and notes contained in the Company's Annual Report filed on Form 10-K. The results of operations for any interim period should not necessarily be considered indicative of the results of operations for the full year. 2. Competition The home improvement, hardware and garden businesses are all highly competitive. The Company competes against traditional hardware, plumbing, electrical and home supply retailers, as well as warehouse-format and discount retail stores. Many of the Company's competitors have substantially greater resources than the Company. Lowe's Company entered the Company's market in the third quarter of 1994 and has continued to expand, opening additional locations in fiscal years 1996, 1997, 1998 and 2000. In the fourth quarter of fiscal year 1997, Home Depot opened its first store in the Company's market and continued to expand its operations into additional Company markets during fiscal years 1998, 1999 and 2000. Additionally, both Home Depot and Lowe's have announced further expansion plans into the Company's markets during fiscal year 2001. There has been increasing consolidation within the home improvement industry, which may provide certain entities increased competitive advantages. Specifically, increased competition including, but not limited to, additional competitors' store locations, price reductions, and advertising and marketing campaigns could have a material adverse effect on the Company's business. 3. Earnings Per Share Earnings per share have been computed according to Financial Accounting Standards Board's ("FASB") Statement of Financial Accounting Standards No. 128, "Earnings Per Share" as follows: 7 8 COMPUTATION OF EARNINGS PER COMMON SHARE (BASIC AND DILUTED)

Options to purchase 807,500 shares of common stock at a weighted average exercise price of $3.00 per share were outstanding at March 31, 2001 but were not included in the computation of diluted earnings per share for the three months then ended because the options would have had an anti-dilutive effect on the net loss for the period. Options to purchase 809,500 shares of common stock at a weighted average exercise price of $3.08 per share were outstanding at April 1, 2000 but were not included in the computation of diluted earnings per share for the three months then ended because the options would have had an anti-dilutive effect on the net loss for the period. 4. Debt During fiscal year 2000, the Company entered into an Amended Credit Agreement with a bank. The Amended Credit Agreement extends through October 27, 2001, at which time management believes that the Company will have the ability to extend the Amended Credit Agreement, will have sufficient positive cash flows or will have the ability to meet working capital requirements through further liquidation of inventories or real property. Sufficient positive cash flows to meet working capital requirements are expected to be met, in part, by proceeds from inventory liquidations currently in progress and the lease, sublease or sale of certain Company locations that are currently being negotiated by management (see Note 6). 5. Taxes During fiscal year 2000, the Company established a valuation allowance of $2,556,510 against its net deferred tax assets in accordance with the provisions of the FASB Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". The establishment of 8 9 the valuation allowance was based on the Company's assessment that it was more likely than not that such assets would not be realized through future taxable earnings or implementation of tax planning strategies. As the Company's assessment regarding the likelihood of realizing these assets did not change as of March 31, 2001, there has been no income tax benefit recorded in the accompanying condensed statement of operations for the first quarter ended March 31, 2001. 6. Subsequent Events Subsequent to March 31, 2001, the Company announced the closing of its Brook Park, Medina and Mentor, Ohio stores. In connection with the closing of these stores, the Company entered into an agreement with a third-party to act as its agent in the liquidation of the merchandise inventories located at the aforementioned stores. Concurrent with the announced closing of the Brook Park, Medina and Mentor, Ohio stores, the Company entered into an agreement in which the Company assigned its lease rights to the Mentor location to a third-party. 9 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OPERATIONS - Three Months Ended March 31, 2001 Compared to Three Months Ended April 1, 2000 Net sales for the first quarter ended March 31, 2001 decreased $6,104,000 or 35.6% to $11,026,000 from $17,129,000 during the first quarter ended April 1, 2000. The decrease in total net sales between the two periods was due to additional competition from national warehouse retailers in the Company's markets and fewer Company stores. Continuing store net sales, which excludes the operations of the closed stores from the fiscal year 2000 results, decreased $3,939,000 or 26.3% between the first quarter ended March 31, 2001 and the same period a year ago. The decrease in continuing store net sales between the two periods was the result of additional competition from national warehouse retailers in the Company's markets. The Company anticipates that continuing store net sales for the remainder of fiscal year 2001 will be below the net sales recorded by those continuing stores during the same period in the prior year. Gross profit as a percentage of net sales increased to 32.9% during the first quarter ended March 31, 2001 from 29.6% during the first quarter ended April 1, 2000. Continuing store gross profit as a percentage of net sales, which excludes the operations of the closed stores from the fiscal year 2000 results, increased to 32.9% during the first quarter ended March 31, 2001 from 29.8% during the same period a year ago. The increase in the gross profit percentages between the two periods reflects the positive impact of the Company's adjustment to its merchandising mix. The Company anticipates that the continuing store gross profit percentage for the remainder of fiscal year 2001 will be at least comparable with the gross profit percentage experienced by those continuing stores during the last nine months of fiscal year 2000. Store operating, general and administrative expenses decreased $1,227,000 or 18.2% to $5,526,000 during the first quarter ended March 31, 2001 from $6,753,000 during the first quarter ended April 1, 2000. The decrease in total store operating, general and administrative expenses between the two periods was due to the Company's continued management of controllable expenses and the reduction of costs associated with fewer Company stores. Continuing store operating, general and administrative expenses, which excludes the operations of the closed stores from the fiscal year 2000 results, decreased $347,000 or 5.9% during the first quarter ended March 31, 2001 from comparable results recorded during the same period a year ago. The decrease in continuing store operating, general and administrative expenses reflects the Company's continued management of controllable expenses. This management of controllable expenses included lower personnel costs resulting from reduced store and corporate staffing levels and an overall reduction in general operating expenses. 10 11 The Company anticipates that continuing store operating, general and administrative expenses for the remainder of fiscal year 2001 will be below the store operating, general and administrative expenses recorded by those continuing stores during the last nine months of fiscal year 2000. Other expense, net, decreased $48,000 or 26.7% to $130,000 during the first quarter ended March 31, 2001 from $178,000 during the first quarter ended April 1, 2000. The decrease in other expense, net between the two periods was due to the decrease in the weighted average borrowings outstanding on the Company's revolving credit facility. During fiscal year 2000, the Company established a valuation allowance of $2,556,510 against its net deferred tax assets in accordance with the provisions of the FASB Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". The establishment of the valuation allowance was based on the Company's assessment that it was more likely than not that such assets would not be realized through future taxable earnings or implementation of tax planning strategies. As the Company's assessment regarding the likelihood of realizing these assets did not change as of March 31, 2001, there has been no income tax benefit recorded in the accompanying condensed statement of operations for the first quarter ended March 31, 2001. LIQUIDITY AND CAPITAL RESOURCES The Company's net use of cash from operating activities decreased $3,002,000 to $763,000 during the three months ended March 31, 2001 from $3,765,000 during the three months ended April 1, 2000. The decrease in the net use of cash from operating activities between the two periods was due primarily to the $3,464,000 cash flow impact of the change in merchandise inventories, the $331,000 cash flow impact of the increase in accounts payable and the $255,000 cash flow impact of the change in accrued expenses and other current liabilities. These sources of cash were partially offset by the $905,000 cash flow impact of the increase in the Company's net loss between the two periods. The Company's net cash provided by financing activities decreased $2,799,000 to $1,151,000 during the three months ended March 31, 2001 from $3,950,000 during the three months ended April 1, 2000. The decrease in the net cash provided by financing activities between the two periods was due primarily to the $2,812,000 reduction in net borrowings against the revolving credit facility between the two periods. Total current debt amounted to $6,319,000 at March 31, 2001 in comparison to total current and long-term debt of $9,549,000 at April 1, 2000. The Company had no long-term debt outstanding at March 31, 2001. During fiscal 2000, the Company entered into an Amended Credit Agreement with a bank. The Amended Credit Agreement extends through October 27, 2001, at which time management believes that the Company will have the ability to extend the Amended Credit Agreement, will have sufficient positive cash flows or will have the ability to meet working capital requirements through further liquidation of inventories or real property. Sufficient positive cash flows to meet working capital requirements are expected to be met, in 11 12 part, by proceeds from inventory liquidations currently in progress and the lease, sublease or sale of certain Company locations that are currently being negotiated by management. Subsequent to March 31, 2001, the Company announced the closing of its Brook Park, Medina and Mentor, Ohio stores. In connection with the closing of these stores, the Company entered into an agreement with a third-party to act as its agent in the liquidation of the merchandise inventories located at the aforementioned stores. Concurrent with the announced closing of the Brook Park, Medina and Mentor, Ohio stores, the Company entered into an agreement in which the Company assigned its lease rights to the Mentor location to a third-party. FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q may contain statements that are forward-looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules, regulations and releases. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors. Accordingly, actual results may differ materially from those expressed in the forward-looking statements and the making of such statements should not be regarded as a representation by the Company or any other person that the results expressed therein will be achieved. Important risk factors include, but are not limited to, the following: general economic conditions; consumer spending and debt levels; housing turnover; weather; impact on sales and margins from both existing and new competition; changes in operating expenses; changes in product mix; interest rates; changes in and the application of accounting policies and practices; adverse results in significant litigation matters; adverse state and federal regulations and legislation; the occurrence of extraordinary events including events and acts of nature or accidents; and the risks described from time to time in the Company's Securities and Exchange Commission filings. Competition The home improvement, hardware and garden businesses are all highly competitive. The Company competes against traditional hardware, plumbing, electrical and home supply retailers, as well as warehouse-format and discount retail stores. Many of the Company's competitors have substantially greater resources than the Company. Lowe's Company entered the Company's market in the third quarter of 1994 and has continued to expand, opening additional locations in fiscal years 1996, 1997, 1998 and 2000. In the fourth quarter of 1997, Home Depot opened its first store in the Company's market and continued to expand its operations into additional Company markets during 1998, 1999 and 2000. Additionally, both Home Depot and Lowe's have announced further expansion plans into the Company's markets during 2001. There has been increasing consolidation within the home improvement industry, which may provide certain entities increased competitive advantages. Specifically, increased competition including, but not limited to, additional competitors' store locations, price reductions, and advertising and marketing campaigns could have a material adverse effect on the Company's 12 13 business. 13 14 PART II - OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits required by Item 601 of Regulation S-K: 3.1 Articles of Incorporation of D.I.Y. Home Warehouse, Inc., as amended, incorporated herein by reference to Exhibit 3.1 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 3.2 Amended and Restated Code of Regulations of D.I.Y. Home Warehouse, Inc., incorporated herein by reference to Exhibit 3.2 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.1 Compensation and Employee Benefit Plans of the Registrant 10.1.1 D.I.Y. Home Warehouse, Inc. 1993 Long Term Incentive Plan as Amended February 23, 1994 and Approved by Stockholders May 25, 1994, incorporated herein by reference to Exhibit 10.18 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.1.2 Indemnification Agreement between D.I.Y. Home Warehouse, Inc. and Clifford L. Reynolds, incorporated herein by reference to Exhibit 10.22 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.1.3 Indemnification Agreement between D.I.Y. Home Warehouse, Inc. and R. Scott Eynon, incorporated herein by reference to Exhibit 10.23 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.1.4 Indemnification Agreement between D.I.Y. Home Warehouse, Inc. and Dennis C. Hoff, incorporated herein by reference to Exhibit 10.24 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.1.5 Indemnification Agreement between D.I.Y. Home Warehouse, Inc. and John M. Erb, incorporated herein by reference to Exhibit 10.25 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.1.6 Indemnification Agreement between D.I.Y. Home Warehouse, Inc. and Fred A. Erb, incorporated herein by reference to Exhibit 10.26 to the 14 15 Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.1.7 Tax Indemnification Agreement among D.I.Y. Home Warehouse, Inc. and Fred A. Erb, Clifford L. Reynolds, R. Scott Eynon, Dennis C. Hoff and John M. Erb, incorporated herein by reference to Exhibit 10.27 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.1.8 D.I.Y. Home Warehouse, Inc.'s 401K Plan, incorporated herein by reference to Exhibit 10.28 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.1.9 1994 D.I.Y. Home Warehouse, Inc. Employee Bonus Plan dated May 25, 1994, incorporated herein by reference to Exhibit 10.48 to the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1994. 10.1.10 Amended and Restated Employment Agreement between Clifford L. Reynolds and D.I.Y. Home Warehouse, Inc. dated January 1, 1995, incorporated herein by reference to Exhibit 10.1 to the Registrant's Report on Form 10-Q for the quarter ended July 1, 1995. 10.1.10.a Amended and Restated Employment Agreement between Clifford L. Reynolds and D.I.Y. Home Warehouse, Inc. dated November 21, 1996, incorporated herein by reference to Exhibit 10.51 to the Registrant's Report on Form 10-K for the fiscal year ended December 28, 1996. 10.1.10.b Amended and Restated Employment Agreement between Clifford L. Reynolds and D.I.Y. Home Warehouse, Inc. dated May 28, 1998, incorporated herein by reference to Exhibit 10.4 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. 10.1.10.c Amendment No. 3 to Amended and Restated Employment Agreement between Clifford L. Reynolds and D.I.Y. Home Warehouse, Inc. dated March 11, 1999, incorporated herein by reference to Exhibit 10.69 to the Registrant's Report on Form 10-K for the fiscal year ended January 2, 1999. 10.1.10.d Amendment No. 4 to Amended and Restated Employment Agreement between Clifford L. Reynolds and D.I.Y. Home Warehouse, Inc. dated November 30, 1999, incorporated herein by reference to Exhibit 10.1.10.d to the Registrant's 15 16 Report on Form 10-K for the fiscal year ended January 1, 2000. 10.1.11 Amended and Restated Employment Agreement between R. Scott Eynon and D.I.Y. Home Warehouse, Inc. dated January 1, 1995, incorporated herein by reference to Exhibit 10.2 to the Registrant's Report on Form 10-Q for the quarter ended July 1, 1995. 10.1.11.a Amended and Restated Employment Agreement between R. Scott Eynon and D.I.Y. Home Warehouse, Inc. dated May 28, 1998, incorporated herein by reference to Exhibit 10.5 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. 10.1.11.b Amendment No. 2 to Amended and Restated Employment Agreement between R. Scott Eynon and D.I.Y. Home Warehouse, Inc. dated March 11, 1999, incorporated herein by reference to Exhibit 10.70 to the Registrant's Report on Form 10-K for the fiscal year ended January 2, 1999. 10.1.11.c Amendment No. 3 to Amended and Restated Employment Agreement between R. Scott Eynon and D.I.Y. Home Warehouse, Inc. dated November 30, 1999, incorporated herein by reference to Exhibit 10.1.11.c to the Registrant's Report on Form 10-K for the fiscal year ended January 1, 2000. 10.1.12 Amended and Restated Employment Agreement between Dennis C. Hoff and D.I.Y. Home Warehouse, Inc. dated January 1, 1995, incorporated herein by reference to Exhibit 10.3 to the Registrant's Report on Form 10-Q for the quarter ended July 1, 1995. 10.1.12.a Amended and Restated Employment Agreement between Dennis C. Hoff and D.I.Y. Home Warehouse, Inc. dated May 28, 1998, incorporated herein by reference to Exhibit 10.6 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. 10.1.13 Form of Non-Qualified Stock Option Agreement under the D.I.Y. Home Warehouse, Inc. 1993 Long Term Incentive Plan as Amended, incorporated herein by reference to Exhibit 10.14 to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 1995. 10.1.14 1995 D.I.Y. Home Warehouse, Inc. Employee Bonus Plan dated May 24, 1995, incorporated herein by reference to Exhibit 10.44 to the 16 17 Registrant's Report on Form 10-K for the fiscal year ended December 30, 1995. 10.1.15 D.I.Y. Home Warehouse, Inc. 1996 Retainer Stock Plan for Non-Employee Directors, incorporated herein by reference to Exhibit 10.49 to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 1995. 10.1.16 Employment Agreement between Eric I. Glassman and D.I.Y. Home Warehouse, Inc. dated July 1, 1998, incorporated herein by reference to Exhibit 10.7 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. 10.1.17 Transaction Bonus Agreement between Clifford L. Reynolds and D.I.Y. Home Warehouse, Inc. dated July 1, 1998, incorporated herein by reference to Exhibit 10.8 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. 10.1.18 Transaction Bonus Agreement between R. Scott Eynon and D.I.Y. Home Warehouse, Inc. dated July 1, 1998, incorporated herein by reference to Exhibit 10.9 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. 10.1.19 Transaction Bonus Agreement between Dennis C. Hoff and D.I.Y. Home Warehouse, Inc. dated July 1, 1998, incorporated herein by reference to Exhibit 10.10 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. 10.1.20 Transaction Bonus Agreement between Eric I. Glassman and D.I.Y. Home Warehouse, Inc. dated July 1, 1998, incorporated herein by reference to Exhibit 10.11 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. 10.1.21 Amendment No. 1 to Amended and Restated Employment Agreement between Eric I. Glassman and D.I.Y. Home Warehouse, Inc. dated March 11, 1999, incorporated herein by reference to Exhibit 10.71 to the Registrant's Report on Form 10-K for the fiscal year ended January 2, 1999. 10.1.22 DIY Home Warehouse, Inc. 1993 Long Term Incentive Plan as Amended March 17, 1999 and Approved by the Board of Directors March 17, 1999, incorporated herein by reference to Exhibit 10.13 to the Registrant's Report on Form 10-Q for the quarter ended July 3, 1999. 10.2 Material Leases of the Registrant 17 18 10.2.1 Sublease between D.I.Y. Ohio Real Estate Associates Limited Partnership and D.I.Y. Home Warehouse, Inc., dated August 1, 1992, incorporated herein by reference to Exhibit 10.1 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.2.2 Indenture of Lease between Smith - D.I.Y. Center Limited Partnership and D.I.Y. Home Warehouse, Inc., dated December 27, 1985, incorporated herein by reference to Exhibit 10.2 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.2.3 Amendment to Lease between D.I.Y. Center Associates (successor in interest to Smith - D.I.Y. Center Limited Partnership) and D.I.Y. Home Warehouse, Inc., dated July 2, 1991, incorporated herein by reference to Exhibit 10.3 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.2.3.a Amendment to Lease between D.I.Y. Center Associates, L.P. and D.I.Y. Home Warehouse, Inc. dated March 21, 1995, incorporated herein by reference to Exhibit 10.51 to the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1994. 10.2.4 Lease between Fred A. Erb and D.I.Y. Home Warehouse, Inc., dated March 1, 1993, incorporated herein by reference to Exhibit 10.4 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.2.5 Lease Agreement between West Park Limited, Inc. and D.I.Y. Home Warehouse, Inc. dated August 2, 1991, incorporated herein by reference to Exhibit 10.5 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.2.5.a Addendum #1 to Lease Agreement between West Park Limited, Inc. and D.I.Y. Home Warehouse, Inc., dated September 2, 1991, incorporated herein by reference to Exhibit 10.6 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.2.5.b Addendum #2 to Lease Agreement between West Park Limited, Inc. and D.I.Y. Home Warehouse, Inc., dated September 16, 1991, incorporated herein by reference to Exhibit 10.7 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 18 19 10.2.6 Sublease between The Wholesale Club, Inc. and D.I.Y. Home Warehouse, Inc., dated May 14, 1992, incorporated herein by reference to Exhibit 10.8 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.2.7 Sublease between The Wholesale Club, Inc. and D.I.Y. Home Warehouse, Inc., dated November 25, 1992, incorporated herein by reference to Exhibit 10.9 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.2.8 Lease between Myron S. Viny, dba Central Valley Properties, and D.I.Y. Home Warehouse, Inc., dated February 26, 1993, but effective beginning May 1, 1993, incorporated herein by reference to Exhibit 10.12 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.2.8.a Modification and Supplement to lease between the Estate of Myron S. Viny (formerly DBA Central Valley Properties) and D.I.Y. Home Warehouse, Inc. dated November 27, 1995, incorporated herein by reference to Exhibit 10.12 to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 1995. 10.2.8.b Modification and Supplement of lease between the Estate of Myron S. Viny (formerly DBA Central Valley Properties) and D.I.Y. Home Warehouse, Inc. dated March 30, 2000, incorporated herein by reference to Exhibit 10.2.8.b to the Registrant's Report on Form 10-Q for the quarter ended April 1, 2000. 10.2.9 Agreement of Lease (Boardman Facility) between DIY Ohio Real Estate Associates Limited Partnership and D.I.Y. Home Warehouse, Inc. dated as of October 1, 1993, incorporated herein by reference to Exhibit 10.38 to the Registrant's Report on Form 10-K for the fiscal year ended January 1, 1994. 10.2.9.a Second Amendment to Agreement Lease (Boardman facility) between D.I.Y. Home Warehouse, Inc. and D.I.Y. Ohio Real Estate Associated Limited Partnership (the Landlord) and assignment of the lease to V&V 224, Limited by the Landlord dated October 22, 1998, incorporated herein by reference to Exhibit 10.9 to the Registrant's Report on Form 10-Q for the quarter ended October 3, 1998. 19 20 10.2.10 Lease between Elmhurst Properties, Inc. and D.I.Y. Home Warehouse, Inc., dated May 26, 1993, incorporated herein by reference to Exhibit 10.39 to the Registrant's Report on Form 10-K for the fiscal year ended January 1, 1994. 10.2.11 Assignment and Assumption of Lease and Sublease between Kmart Corporation and D.I.Y. Home Warehouse, Inc. dated December 22, 1994, incorporated herein by reference to Exhibit 10.49 to the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1994. 10.2.11.a Lease Cancellation Agreement between Shidler/West Finance Partners V. Limited Partnership and D.I.Y. Home Warehouse, Inc. dated April 10, 2001, incorporated herein by reference to Exhibit 10.2.11.a to the Registrant's Report on Form 8-K dated April 10, 2001. 10.2.11.b Termination of Lease Agreement between D.I.Y. Home Warehouse, Inc. and Lowe's Home Centers, Inc., dated April 10, 2001, incorporated herein by reference to Exhibit 10.2.12.a to the Registrant's Report on Form 8-K dated April 10, 2001. 10.2.12 Shopping Center Lease between KCHGC, Inc. and D.I.Y. Home Warehouse, Inc. dated January 12, 1995, incorporated herein by reference to Exhibit 10.50 to the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1994. 10.2.13 Indenture of Lease between D.I.Y. Home Warehouse, Inc. and Akron-Summit County Public Library, dated March 8, 2001, incorporated herein by reference to Exhibit 10.2.13 to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 2000. 10.3 Credit Agreements of the Registrant 10.3.1 $1,250,000 Promissory Note from D.I.Y. Home Warehouse, Inc. to Edgemere, Inc. f/k/a Erb Lumber Co., dated July 1, 1991, incorporated herein by reference to Exhibit 10.29 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.3.2 Security Agreement between D.I.Y. Home Warehouse and Erb Lumber Co., dated November 14, 1985, incorporated herein by reference to Exhibit 10.30 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 20 21 10.3.3 Revolving Credit Agreement and Security Agreement dated December 7, 1994 between D.I.Y. Home Warehouse, Inc. and National City Bank, Columbus, and Old Kent Bank and Trust Company, incorporated herein by reference to Exhibit 10.40 to the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1994. 10.3.4 Loan and Co-lender Agreement and Open-End Mortgage, Assignment of Rents and Security Agreement dated December 23, 1994 between D.I.Y. Home Warehouse, Inc. and National City Bank, Columbus, and Old Kent Bank and Trust Company, incorporated herein by reference to Exhibit 10.41 to the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1994. 10.3.4.a First Amendment to Loan and Co-Lender Agreement dated December 22, 1995 between D.I.Y. Home Warehouse, National City Bank, Columbus, and Old Kent Bank, incorporated herein by reference to Exhibit 10.41 to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 1995 10.3.4.b Second Amendment to Loan and Co-Lender Agreement dated December 23, 1996 between D.I.Y. Home Warehouse, Inc., National City Bank of Columbus and Old Kent Bank, incorporated herein by reference to Exhibit 10.52 to the Registrant's Report on Form 10-K for the fiscal year ended December 28, 1996. 10.3.4.c Third Amendment to Loan and Co-Lender Agreement dated October 24, 1997 between D.I.Y. Home Warehouse, Inc., National City Bank of Columbus and Old Kent Bank, incorporated herein by reference to Exhibit 10.2 to the Registrant's Report on Form 10-Q for the quarter ended September 27, 1997. 10.3.4.d Fourth Amendment to Loan and Co-Lender Agreement dated April 4, 1998 between D.I.Y. Home Warehouse, Inc., National City Bank of Columbus and Old Kent Bank, incorporated herein by reference to Exhibit 10.2 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. 10.3.4.e Fifth Amendment to Loan and Co-Lender Agreement dated October 28, 1998 between D.I.Y. Home Warehouse, Inc., National City Bank of Columbus and Old Kent Bank, incorporated herein by reference to Exhibit 10.4 to the 21 22 Registrant's Report on Form 10-Q for the quarter ended October 3, 1998. 10.3.5 Line of Credit Agreement for Real Estate Loans, Open-end Mortgage, Assignment of Rents and Security Agreement, and Mortgage Notes between D.I.Y. Home Warehouse, Inc. and National City Bank, Columbus and Old Kent Bank dated April 28, 1995, incorporated herein by reference to Exhibit 10.1 to the Registrant's Report on Form 10-Q for the quarter ended April 1, 1995. 10.3.5.a First Amendment to Line of Credit Agreement; Open-end Mortgage, Assignment of Rents and Security Agreement (Leasehold) for Trumbull County; Open-end Mortgage, Assignment of Rents and Security Agreement for Summit County; Mortgage Note to National City Bank, Columbus dated September 15, 1995; Mortgage Note to Old Kent Bank dated September 15, 1995, incorporated herein by reference to Exhibit 10.1 to the Registrant's Report on Form 10-Q for the quarter ended September 30, 1995. 10.3.5.b Second Amendment to Line of Credit Agreement dated December 22, 1995 between D.I.Y. Home Warehouse, National City Bank, Columbus, and Old Kent Bank, incorporated herein by reference to Exhibit 10.39 to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 1995. 10.3.5.c Third Amendment to Line of Credit Agreement Dated December 23, 1996 between D.I.Y. Home Warehouse, Inc., National City Bank of Columbus and Old Kent Bank, incorporated herein by reference to Exhibit 10.53 to the Registrant's Report on Form 10-K for the fiscal year ended December 28, 1996. 10.3.5.d Fourth Amendment to Line of Credit Agreement dated October 24, 1997 between D.I.Y. Home Warehouse, Inc., National City Bank of Columbus and Old Kent Bank, incorporated herein by reference to Exhibit 10.3 to the Registrant's Report on Form 10-Q for the quarter ended September 27, 1997. 10.3.5.e Fifth Amendment to Line of Credit Agreement dated April 4, 1998 between D.I.Y. Home Warehouse, Inc., National City Bank of Columbus and Old Kent Bank, incorporated 22 23 herein by reference to Exhibit 10.1 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. 10.3.5.f Sixth Amendment to Line of Credit Agreement dated October 28, 1998 between D.I.Y. Home Warehouse, Inc., National City Bank of Columbus and Old Kent Bank, incorporated herein by reference to Exhibit 10.5 to the Registrant's Report on Form 10-Q for the quarter ended October 3, 1998. 10.3.6 First Amendment to Security Agreement dated December 22, 1995 between D.I.Y. Home Warehouse, National City Bank, Columbus, and Old Kent Bank, incorporated herein by reference to Exhibit 10.38 to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 1995. 10.3.7 First Amendment to Subordination Agreement dated December 22, 1995 between D.I.Y. Home Warehouse, National City Bank, Columbus, and Old Kent Bank, and Edgemere Enterprises, Inc., incorporated herein by reference to Exhibit 10.39 to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 1995. 10.3.8 Partial Release of Mortgage to Open-End Mortgage Assignment of Rents and Security Agreement for Richland County, Stark County, Summit County, Trumball County and Medina County by Old Kent Bank dated October 28, 1998, incorporated herein by reference to Exhibit 10.6 to the Registrant's Report on Form 10-Q for the quarter ended October 3, 1998. 10.3.9 Modification to Revolving Credit Agreement, Line of Credit Agreement, and Loan and Co-lender Agreement between D.I.Y. Home Warehouse, Inc., National City Bank, Columbus, and Old Kent Bank dated February 20, 1996, incorporated herein by reference to Exhibit 10.42 to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 1995. 10.3.10 General Business Lease Agreement with IBM Credit Corporation dated May 30, 1996, incorporated herein by reference to Exhibit 10.1 to the Registrant's Report on Form 10-Q for the quarter ended June 29, 1996. 10.3.11 Amendment No. 1 to Open-End Mortgage, Assignment of Rents and Security Agreement for Richland County, Stark County, Summit County, Trumball County and Medina County between D.I.Y. Home Warehouse, Inc., National City Bank and Old Kent Bank dated October 28, 1998, incorporated herein by reference to Exhibit 10.7 to the 23 24 Registrant's Report on Form 10-Q for the quarter ended October 3, 1998. 10.3.12 First Amendment to Mortgage Note between D.I.Y. Home Warehouse, Inc. and National City Bank dated October 28, 1998, incorporated herein by reference to Exhibit 10.8 to the Registrant's Report on Form 10-Q for the quarter ended October 3, 1998. 10.3.13 Second Amendment to Security Agreement dated October 28, 1998 between D.I.Y. Home Warehouse, Inc., National City Bank and Old Kent Bank, incorporated herein by reference to Exhibit 10.9 to the Registrant's Report on Form 10-Q for the quarter ended October 3, 1998. 10.3.14 Second Amendment to Subordination Agreement dated October 28, 1998 between D.I.Y. Home Warehouse, Inc., National City Bank and Old Kent Bank, incorporated herein by reference to Exhibit 10.3 to the Registrant's Report on Form 10-Q for the quarter ended October 3, 1998. 10.3.15 Credit and Security Agreement dated October 27, 1998 among D.I.Y. Home Warehouse, Inc. and the Lenders which are signatures hereto and National City Commercial Finance, Inc, as agent and National City Bank as Letter of Credit Bank, incorporated herein by reference to Exhibit 10.1 to the Registrant's Report on Form 10-Q for the quarter ended October 3, 1998. 10.3.15.a Waiver and Amendment to Credit and Security Agreement dated November 14, 2000 between D.I.Y. Home Warehouse, Inc. and National City Commercial Finance, Inc., incorporated herein by reference to Exhibit 10.3.15.a to the Registrant's Form 10-K for the fiscal year ended December 30, 2000. 10.4 Real Estate Purchase Agreement (Mansfield) between DIY Ohio Real Estate Associates Limited Partnership and D.I.Y. Home Warehouse, Inc. dated as of March 1, 1994, incorporated herein by reference to Exhibit 10.40 to the Registrant's Report on Form 10-K for the fiscal year ended January 1, 1994. 10.5 Real Estate Purchase Agreement (Mansfield and Canton) between D.I.Y. Home Warehouse, Inc. and Gabriel Brothers, Inc. dated March 3, 1999, incorporated herein by reference to Exhibit 10.5 to the Registrant's Report on Form 10-K for the fiscal year ended January 1, 2000. 24 25 10.6 Sale of Merchandise Agreement (Mansfield and West Market) between D.I.Y Home Warehouse, Inc. and Schottenstein Bernstein Capital Group, LLC, dated June 3 1999, incorporated herein by reference to Exhibit 10.6 to the Registrant's Report on Form 10-K for the fiscal year ended January 1, 2000. 10.7 Sale of Merchandise Agreement (Boardman) between D.I.Y Home Warehouse, Inc. and Schottenstein Bernstein Capital Group, LLC, dated June 11, 1999, incorporated herein by reference to Exhibit 10.7 to the Registrant's Report on Form 10-K for the fiscal year ended January 1, 2000. 10.8 Sale of Merchandise Agreement (North Randall and Tallmadge Avenue) between D.I.Y. Home Warehouse, Inc. and Schottenstein Bernstein Capital Group, LLC, dated August 4, 2000, incorporated herein by reference to Exhibit 10.8 to the Registrant's Report on Form 10-Q for the quarter ended September 30,2000. 10.9 Agency Agreement between D.I.Y. Home Warehouse, Inc. and Schottenstein Bernstein Capital Group, LLC, dated April 10, 2001, incorporated herein by reference to Exhibit 10.9 to the Registrant's Report on Form 8-K dated April 10, 2001. (b) Reports on Form 8-K: None. 25 26 Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. D.I.Y. HOME WAREHOUSE, INC. (Registrant) DATED: May 15, 2001 By: /s/ Todd Ayers ------------------------ Todd Ayers Controller 26 27 D.I.Y. Home Warehouse, Inc. Exhibits to Form 10-Q for the First Quarter Ended March 31, 2001 Index to Exhibits Where Filed ----- * 3.1 Articles of Incorporation of D.I.Y. Home Warehouse, Inc., as amended, incorporated herein by reference to Exhibit 3.1 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. * 3.2 Amended and Restated Code of Regulations of D.I.Y. Home Warehouse, Inc., incorporated herein by reference to Exhibit 3.2 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 10.1 Compensation and Employee Benefit Plans of the Registrant * 10.1.1 D.I.Y. Home Warehouse, Inc. 1993 Long Term Incentive Plan as Amended February 23, 1994 and Approved by Stockholders May 25, 1994, incorporated herein by reference to Exhibit 10.18 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. * 10.1.2 Indemnification Agreement between D.I.Y. Home Warehouse, Inc. and Clifford L. Reynolds, incorporated herein by reference to Exhibit 10.22 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. * 10.1.3 Indemnification Agreement between D.I.Y. Home Warehouse, Inc. and R. Scott Eynon, incorporated herein by reference to Exhibit 10.23 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. * 10.1.4 Indemnification Agreement between D.I.Y. Home Warehouse, Inc. and Dennis C. Hoff, incorporated herein by reference to Exhibit 10.24 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. * 10.1.5 Indemnification Agreement between D.I.Y. Home Warehouse, Inc. and John M. Erb, incorporated herein by reference to Exhibit 10.25 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 28 * 10.1.6 Indemnification Agreement between D.I.Y. Home Warehouse, Inc. and Fred A. Erb, incorporated herein by reference to Exhibit 10.26 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. * 10.1.7 Tax Indemnification Agreement among D.I.Y. Home Warehouse, Inc. and Fred A. Erb, Clifford L. Reynolds, R. Scott Eynon, Dennis C. Hoff and John M. Erb, incorporated herein by reference to Exhibit 10.27 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. * 10.1.8 D.I.Y. Home Warehouse, Inc.'s 401K Plan, incorporated herein by reference to Exhibit 10.28 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. * 10.1.9 1994 D.I.Y. Home Warehouse, Inc. Employee Bonus Plan dated May 25, 1994, incorporated herein by reference to Exhibit 10.48 to the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1994. * 10.1.10 Amended and Restated Employment Agreement between Clifford L. Reynolds and D.I.Y. Home Warehouse, Inc. dated January 1, 1995, incorporated herein by reference to Exhibit 10.1 to the Registrant's Report on Form 10-Q for the quarter ended July 1, 1995. * 10.1.10.a Amended and Restated Employment Agreement between Clifford L. Reynolds and D.I.Y. Home Warehouse, Inc. dated November 21, 1996, incorporated herein by reference to Exhibit 10.51 to the Registrant's Report on Form 10-K for the fiscal year ended December 28, 1996. * 10.1.10.b Amended and Restated Employment Agreement between Clifford L. Reynolds and D.I.Y. Home Warehouse, Inc. dated May 28, 1998, incorporated herein by reference to Exhibit 10.4 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. * 10.1.10.c Amendment No. 3 to Amended and Restated Employment Agreement between Clifford L. Reynolds and D.I.Y. Home Warehouse, Inc. dated March 11, 1999, incorporated herein by reference to Exhibit 10.69 to the Registrant's Report on Form 10-K for the fiscal year ended January 2, 1999. 29 * 10.1.10.d Amendment No. 4 to Amended and Restated Employment Agreement between Clifford L. Reynolds and D.I.Y. Home Warehouse, Inc. dated November 30, 1999, incorporated herein by reference to Exhibit 10.1.10.d to the Registrant's Report on Form 10-K for the fiscal year ended January 1, 2000. * 10.1.11 Amended and Restated Employment Agreement between R. Scott Eynon and D.I.Y. Home Warehouse, Inc. dated January 1, 1995, incorporated herein by reference to Exhibit 10.2 to the Registrant's Report on Form 10-Q for the quarter ended July 1, 1995. * 10.1.11.a Amended and Restated Employment Agreement between R. Scott Eynon and D.I.Y. Home Warehouse, Inc. dated May 28, 1998, incorporated herein by reference to Exhibit 10.5 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. * 10.1.11.b Amendment No. 2 to Amended and Restated Employment Agreement between R. Scott Eynon and D.I.Y. Home Warehouse, Inc. dated March 11, 1999, incorporated herein by reference to Exhibit 10.70 to the Registrant's Report on Form 10-K for the fiscal year ended January 2, 1999. * 10.1.11.c Amendment No. 3 to Amended and Restated Employment Agreement between R. Scott Eynon and D.I.Y. Home Warehouse, Inc. dated November 30, 1999, incorporated herein by reference to Exhibit 10.1.11.c to the Registrant's Report on Form 10-k for the fiscal year ended January 1, 2000. * 10.1.12 Amended and Restated Employment Agreement between Dennis C. Hoff and D.I.Y. Home Warehouse, Inc. dated January 1, 1995, incorporated herein by reference to Exhibit 10.3 to the Registrant's Report on Form 10-Q for the quarter ended July 1, 1995. * 10.1.12.a Amended and Restated Employment Agreement between Dennis C. Hoff and D.I.Y. Home Warehouse, Inc. dated May 28, 1998, incorporated herein by reference to Exhibit 10.6 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. * 10.1.13 Form of Non-Qualified Stock Option Agreement under the D.I.Y. Home Warehouse, Inc. 1993 Long Term Incentive Plan as Amended, 30 incorporated herein by reference to Exhibit 10.14 to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 1995. * 10.1.14 1995 D.I.Y. Home Warehouse, Inc. Employee Bonus Plan dated May 24, 1995, incorporated herein by reference to Exhibit 10.44 to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 1995. * 10.1.15 D.I.Y. Home Warehouse, Inc. 1996 Retainer Stock Plan for Non-Employee Directors, incorporated herein by reference to Exhibit 10.49 to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 1995. * 10.1.16 Employment Agreement between Eric I. Glassman and D.I.Y. Home Warehouse, Inc. dated July 1, 1998, incorporated herein by reference to Exhibit 10.7 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. * 10.1.17 Transaction Bonus Agreement between Clifford L. Reynolds and D.I.Y. Home Warehouse, Inc. dated July 1, 1998, incorporated herein by reference to Exhibit 10.8 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. * 10.1.18 Transaction Bonus Agreement between R. Scott Eynon and D.I.Y. Home Warehouse, Inc. dated July 1, 1998, incorporated herein by reference to Exhibit 10.9 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. * 10.1.19 Transaction Bonus Agreement between Dennis C. Hoff and D.I.Y. Home Warehouse, Inc. dated July 1, 1998, incorporated herein by reference to Exhibit 10.10 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. * 10.1.20 Transaction Bonus Agreement between Eric I. Glassman and D.I.Y. Home Warehouse, Inc. dated July 1, 1998, incorporated herein by reference to Exhibit 10.11 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. * 10.1.21 Amendment No. 1 to Amended and Restated Employment Agreement between Eric I. Glassman and D.I.Y. Home Warehouse, Inc. dated March 11, 1999, incorporated herein by reference to Exhibit 10.71 to the Registrant's Report on Form 10-K for the fiscal year ended January 2, 1999. 31 * 10.1.22 DIY Home Warehouse, Inc. 1993 Long Term Incentive Plan as Amended March 17, 1999 and Approved by the Board of Directors March 17, 1999, incorporated herein by reference to Exhibit 10.13 to the Registrant's Report on Form 10-Q for the quarter ended July 3, 1999. 10.2 Material Leases of the Registrant * 10.2.1 Sublease between D.I.Y. Ohio Real Estate Associates Limited Partnership and D.I.Y. Home Warehouse, Inc., dated August 1, 1992, incorporated herein by reference to Exhibit 10.1 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. * 10.2.2 Indenture of Lease between Smith - D.I.Y. Center Limited Partnership and D.I.Y. Home Warehouse, Inc., dated December 27, 1985, incorporated herein by reference to Exhibit 10.2 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. * 10.2.3 Amendment to Lease between D.I.Y. Center Associates (successor in interest to Smith - D.I.Y. Center Limited Partnership) and D.I.Y. Home Warehouse, Inc., dated July 2, 1991, incorporated herein by reference to Exhibit 10.3 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. * 10.2.3.a Amendment to Lease between D.I.Y. Center Associates, L.P. and D.I.Y. Home Warehouse, Inc. dated March 21, 1995, incorporated herein by reference to Exhibit 10.51 to the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1994. * 10.2.4 Lease between Fred A. Erb and D.I.Y. Home Warehouse, Inc., dated March 1, 1993, incorporated herein by reference to Exhibit 10.4 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. * 10.2.5 Lease Agreement between West Park Limited, Inc. and D.I.Y. Home Warehouse, Inc. dated August 2, 1991, incorporated herein by reference to Exhibit 10.5 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. * 10.2.5.a Addendum #1 to Lease Agreement between West Park Limited, Inc. and D.I.Y. Home Warehouse, Inc., dated September 2, 1991, incorporated herein by reference to Exhibit 10.6 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 32 * 10.2.5.b Addendum #2 to Lease Agreement between West Park Limited, Inc. and D.I.Y. Home Warehouse, Inc., dated September 16, 1991, incorporated herein by reference to Exhibit 10.7 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. * 10.2.6 Sublease between The Wholesale Club, Inc. and D.I.Y. Home Warehouse, Inc., dated May 14, 1992, incorporated herein by reference to Exhibit 10.8 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. * 10.2.7 Sublease between The Wholesale Club, Inc. and D.I.Y. Home Warehouse, Inc., dated November 25, 1992, incorporated herein by reference to Exhibit 10.9 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. * 10.2.8 Lease between Myron S. Viny, dba Central Valley Properties, and D.I.Y. Home Warehouse, Inc., dated February 26, 1993, but effective beginning May 1, 1993, incorporated herein by reference to Exhibit 10.12 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. * 10.2.8.a Modification and Supplement to lease between the Estate of Myron S. Viny (formerly DBA Central Valley Properties) and D.I.Y. Home Warehouse, Inc. dated November 27, 1995, incorporated herein by reference to Exhibit 10.12 to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 1995. * 10.2.8.b Modification and Supplement of lease between the Estate of Myron S. Viny (formerly DBA Central Valley Properties) and D.I.Y. Home Warehouse, Inc. dated March 30, 2000, incorporated herein by reference to Exhibit 10.2.8.b to the Registrant's Report on Form 10-Q for the quarter ended April 1, 2000. * 10.2.9 Agreement of Lease (Boardman Facility) between DIY Ohio Real Estate Associates Limited Partnership and D.I.Y. Home Warehouse, Inc. dated as of October 1, 1993, incorporated herein by reference to Exhibit 10.38 to the Registrant's Report on Form 10-K for the fiscal year ended January 1, 1994. * 10.2.9.a Second Amendment to Agreement Lease (Boardman facility) between D.I.Y. Home Warehouse, Inc. and D.I.Y. Ohio Real Estate Associated Limited Partnership (the Landlord) and 33 assignment of the lease to V&V 224, Limited by the Landlord dated October 22, 1998, incorporated herein by reference to Exhibit 10.9 to the Registrant's Report on Form 10-Q for the quarter ended October 3, 1998. * 10.2.10 Lease between Elmhurst Properties, Inc. and D.I.Y. Home Warehouse, Inc., dated May 26, 1993, incorporated herein by reference to Exhibit 10.39 to the Registrant's Report on Form 10-K for the fiscal year ended January 1, 1994. * 10.2.11 Assignment and Assumption of Lease and Sublease between Kmart Corporation and D.I.Y. Home Warehouse, Inc. dated December 22, 1994, incorporated herein by reference to Exhibit 10.49 to the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1994. * 10.2.11.a Lease Cancellation Agreement between Shidler/West Finance Partners V. Limited Partnership and D.I.Y. Home Warehouse, Inc. dated April 10, 2001, incorporated herein by reference to Exhibit 10.2.11.a to the Registrant's Report on Form 8-K dated April 10, 2001. * 10.2.11.b Termination of Lease Agreement between D.I.Y. Home Warehouse, Inc. and Lowe's Home Centers, Inc., dated April 10, 2001, incorporated herein by reference to Exhibit 10.2.12.a to the Registrant's Report on Form 8-K dated April 10, 2001. * 10.2.12 Shopping Center Lease between KCHGC, Inc. and D.I.Y. Home Warehouse, Inc. dated January 12, 1995, incorporated herein by reference to Exhibit 10.50 to the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1994. * 10.2.13 Indenture of Lease between D.I.Y. Home Warehouse, Inc. and Akron-Summit County Public Library, dated March 8, 2001, incorporated herein by reference to Exhibit 10.2.13 to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 2000. 10.3 Credit Agreements of the Registrant * 10.3.1 $1,250,000 Promissory Note from D.I.Y. Home Warehouse, Inc. to Edgemere, Inc. f/k/a Erb Lumber Co., dated July 1, 1991, incorporated herein by reference to Exhibit 10.29 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. 34 * 10.3.2 Security Agreement between D.I.Y. Home Warehouse and Erb Lumber Co., dated November 14, 1985, incorporated herein by reference to Exhibit 10.30 to the Registrant's Registration Statement No. 33-60012 on Form S-1 filed May 18, 1993. * 10.3.3 Revolving Credit Agreement and Security Agreement dated December 7, 1994 between D.I.Y. Home Warehouse, Inc. and National City Bank, Columbus, and Old Kent Bank and Trust Company, incorporated herein by reference to Exhibit 10.40 to the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1994. * 10.3.4 Loan and Co-lender Agreement and Open-End Mortgage, Assignment of Rents and Security Agreement dated December 23, 1994 between D.I.Y. Home Warehouse, Inc. and National City Bank, Columbus, and Old Kent Bank and Trust Company, incorporated herein by reference to Exhibit 10.41 to the Registrant's Report on Form 10-K for the fiscal year ended December 31, 1994. * 10.3.4.a First Amendment to Loan and Co-Lender Agreement dated December 22, 1995 between D.I.Y. Home Warehouse, National City Bank, Columbus, and Old Kent Bank, incorporated herein by reference to Exhibit 10.41 to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 1995 * 10.3.4.b Second Amendment to Loan and Co-Lender Agreement dated December 23, 1996 between D.I.Y. Home Warehouse, Inc., National City Bank of Columbus and Old Kent Bank, incorporated herein by reference to Exhibit 10.52 to the Registrant's Report on Form 10-K for the fiscal year ended December 28, 1996. * 10.3.4.c Third Amendment to Loan and Co-Lender Agreement dated October 24, 1997 between D.I.Y. Home Warehouse, Inc., National City Bank of Columbus and Old Kent Bank, incorporated herein by reference to Exhibit 10.2 to the Registrant's Report on Form 10-Q for the quarter ended September 27, 1997. * 10.3.4.d Fourth Amendment to Loan and Co-Lender Agreement dated April 4, 1998 between D.I.Y. Home Warehouse, Inc., National City Bank of Columbus and Old Kent Bank, incorporated herein by reference to Exhibit 10.2 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. 35 * 10.3.4.e Fifth Amendment to Loan and Co-Lender Agreement dated October 28, 1998 between D.I.Y. Home Warehouse, Inc., National City Bank of Columbus and Old Kent Bank, incorporated herein by reference to Exhibit 10.4 to the Registrant's Report on Form 10-Q for the quarter ended October 3, 1998. * 10.3.5 Line of Credit Agreement for Real Estate Loans, Open-end Mortgage, Assignment of Rents and Security Agreement, and Mortgage Notes between D.I.Y. Home Warehouse, Inc. and National City Bank, Columbus and Old Kent Bank dated April 28, 1995, incorporated herein by reference to Exhibit 10.1 to the Registrant's Report on Form 10-Q for the quarter ended April 1, 1995. * 10.3.5.a First Amendment to Line of Credit Agreement; Open-end Mortgage, Assignment of Rents and Security Agreement (Leasehold) for Trumbull County; Open-end Mortgage, Assignment of Rents and Security Agreement for Summit County; Mortgage Note to National City Bank, Columbus dated September 15, 1995; Mortgage Note to Old Kent Bank dated September 15, 1995, incorporated herein by reference to Exhibit 10.1 to the Registrant's Report on Form 10-Q for the quarter ended September 30, 1995. * 10.3.5.b Second Amendment to Line of Credit Agreement dated December 22, 1995 between D.I.Y. Home Warehouse, National City Bank, Columbus, and Old Kent Bank, incorporated herein by reference to Exhibit 10.39 to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 1995. * 10.3.5.c Third Amendment to Line of Credit Agreement Dated December 23, 1996 between D.I.Y. Home Warehouse, Inc., National City Bank of Columbus and Old Kent Bank, incorporated herein by reference to Exhibit 10.53 to the Registrant's Report on Form 10-K for the fiscal year ended December 28, 1996. * 10.3.5.d Fourth Amendment to Line of Credit Agreement dated October 24, 1997 between D.I.Y. Home Warehouse, Inc., National City Bank of Columbus and Old Kent Bank, incorporated herein by reference to Exhibit 10.3 to the Registrant's Report on Form 10-Q for the quarter ended September 27, 1997. 36 * 10.3.5.e Fifth Amendment to Line of Credit Agreement dated April 4, 1998 between D.I.Y. Home Warehouse, Inc., National City Bank of Columbus and Old Kent Bank, incorporated herein by reference to Exhibit 10.1 to the Registrant's Report on Form 10-Q for the quarter ended July 4, 1998. * 10.3.5.f Sixth Amendment to Line of Credit Agreement dated October 28, 1998 between D.I.Y. Home Warehouse, Inc., National City Bank of Columbus and Old Kent Bank, incorporated herein by reference to Exhibit 10.5 to the Registrant's Report on Form 10-Q for the quarter ended October 3, 1998. * 10.3.6 First Amendment to Security Agreement dated December 22, 1995 between D.I.Y. Home Warehouse, National City Bank, Columbus, and Old Kent Bank, incorporated herein by reference to Exhibit 10.38 to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 1995. * 10.3.7 First Amendment to Subordination Agreement dated December 22, 1995 between D.I.Y. Home Warehouse, National City Bank, Columbus, and Old Kent Bank, and Edgemere Enterprises, Inc., incorporated herein by reference to Exhibit 10.39 to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 1995. * 10.3.8 Partial Release of Mortgage to Open-End Mortgage Assignment of Rents and Security Agreement for Richland County, Stark County, Summit County, Trumball County and Medina County by Old Kent Bank dated October 28, 1998, incorporated herein by reference to Exhibit 10.6 to the Registrant's Report on Form 10-Q for the quarter ended October 3, 1998. * 10.3.9 Modification to Revolving Credit Agreement, Line of Credit Agreement, and Loan and Co-lender Agreement between D.I.Y. Home Warehouse, Inc., National City Bank, Columbus, and Old Kent Bank dated February 20, 1996, incorporated herein by reference to Exhibit 10.42 to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 1995. * 10.3.10 General Business Lease Agreement with IBM Credit Corporation dated May 30, 1996, incorporated herein by reference to Exhibit 10.1 to the Registrant's Report on Form 10-Q for the quarter ended June 29, 1996. 37 * 10.3.11 Amendment No. 1 to Open-End Mortgage, Assignment of Rents and Security Agreement for Richland County, Stark County, Summit County, Trumball County and Medina County between D.I.Y. Home Warehouse, Inc., National City Bank and Old Kent Bank dated October 28, 1998, incorporated herein by reference to Exhibit 10.7 to the Registrant's Report on Form 10-Q for the quarter ended October 3, 1998. * 10.3.12 First Amendment to Mortgage Note between D.I.Y. Home Warehouse, Inc. and National City Bank dated October 28, 1998, incorporated herein by reference to Exhibit 10.8 to the Registrant's Report on Form 10-Q for the quarter ended October 3, 1998. * 10.3.13 Second Amendment to Security Agreement dated October 28, 1998 between D.I.Y. Home Warehouse, Inc., National City Bank and Old Kent Bank, incorporated herein by reference to Exhibit 10.9 to the Registrant's Report on Form 10-Q for the quarter ended October 3, 1998. * 10.3.14 Second Amendment to Subordination Agreement dated October 28, 1998 between D.I.Y. Home Warehouse, Inc., National City Bank and Old Kent Bank, incorporated herein by reference to Exhibit 10.3 to the Registrant's Report on Form 10-Q for the quarter ended October 3, 1998. * 10.3.15 Credit and Security Agreement dated October 27, 1998 among D.I.Y. Home Warehouse, Inc. and the Lenders which are signatures hereto and National City Commercial Finance, Inc, as agent and National City Bank as Letter of Credit Bank, incorporated herein by reference to Exhibit 10.1 to the Registrant's Report on Form 10-Q for the quarter ended October 3, 1998. * 10.3.15.a Waiver and Amendment to Credit and Security Agreement dated November 14, 2000 between D.I.Y. Home Warehouse, Inc and National City Commercial Finance, Inc., incorporated herein by reference to Exhibit 10.3.15.a to the Registrant's Report on Form 10-K for the fiscal year ended December 30, 2000. * 10.4 Real Estate Purchase Agreement (Mansfield) between DIY Ohio Real Estate Associates Limited Partnership and D.I.Y. Home Warehouse, Inc. dated as of March 1, 1994, incorporated herein by reference to Exhibit 10.40 to the Registrant's Report on Form 10-K for the fiscal year ended January 1, 1994. 38 * 10.5 Real Estate Purchase Agreement (Mansfield and Canton) between D.I.Y. Home Warehouse, Inc. and Gabriel Brothers, Inc. dated March 3, 1999, incorporated herein by reference to Exhibit 10.5 to the Registrant's Report on Form 10-K for the fiscal year ended January 1, 2000. * 10.6 Sale of Merchandise Agreement (Mansfield and West Market) between D.I.Y Home Warehouse, Inc. and Schottenstein Bernstein Capital Group, LLC, dated June 3 1999, incorporated herein by reference to Exhibit 10.6 to the Registrant's Report on Form 10-K for the fiscal year ended January 1, 2000. * 10.7 Sale of Merchandise Agreement (Boardman) between D.I.Y Home Warehouse, Inc. and Schottenstein Bernstein Capital Group, LLC, dated June 11, 1999, incorporated herein by reference to Exhibit 10.7 to the Registrant's Report on Form 10-K for the fiscal year ended January 1, 2000. * 10.8 Sale of Merchandise Agreement (North Randall and Tallmadge Avenue) between D.I.Y. Home Warehouse, Inc. and Schottenstein Bernstein Capital Group, LLC, dated August 4, 2000, incorporated herein by reference to Exhibit 10.8 to the Registrant's Report on Form 10-Q for the quarter ended September 30, 2000. * 10.9 Agency Agreement between D.I.Y. Home Warehouse, Inc. and Schottenstein Bernstein Capital Group, LLC, dated April 10, 2001, incorporated herein by reference to Exhibit 10.9 to the Registrant's Report on Form 8-K dated April 10, 2001. ------------------ * Previously filed ** Filed herewith

DIY HOME WAREHOUSE INC 10-Q