COST U LESS INC - 10-Q Quarterly Report

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

	x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

	FOR THE QUARTERLY PERIOD ENDED JUNE 27, 2004

	OR

	o 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 0-24543

COST-U-LESS, INC.
(Exact name of registrant as specified in its charter)

Washington		91-1615590
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3633 136^th Place SE, Suite 110
Bellevue, Washington 98006
(Address of principal executive office) (Zip Code)

(425) 945-0213
(Registrant’s telephone number, including area code)

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 and 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. x YES o NO.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). o YES x NO

The registrant had 3,744,106 common shares, par value $0.001, outstanding at August 6, 2004.

COST-U-LESS, INC.

INDEX TO FORM 10-Q

PART I.	FINANCIAL INFORMATION

	Item 1.	Financial Statements (Unaudited)

		Condensed Consolidated Statements of Operations	3

		Condensed Consolidated Balance Sheets	4

		Condensed Consolidated Statements of Shareholders’ Equity	5

		Condensed Consolidated Statements of Cash Flows	6

		Notes to Condensed Consolidated Financial Statements	7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

	Item 4.	Controls and Procedures	21

PART II.	OTHER INFORMATION

	Item 4.	Submission of Matters to a Vote of Security Holders	22

	Item 5.	Other Information	22

	Item 6.	Exhibits and Reports on Form 8-K	23

SIGNATURES			24

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

COST-U-LESS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)

(Unaudited)

	13 Weeks Ended						26 Weeks Ended

	June 27, 2004			June 29, 2003			June 27, 2004			June 29, 2003


Net sales	$	50,813		$	42,010		$	100,891		$	84,344
Merchandise costs		41,460			34,606			82,472			69,572

Gross profit		9,353			7,404			18,419			14,772

Operating expenses:
Store		6,405			5,371			12,700			10,668
General and administrative		1,721			1,543			3,466			3,140
Store openings		39			20			79			48

Total operating expenses		8,165			6,934			16,245			13,856


Operating income		1,188			470			2,174			916

Other income (expense):
Interest expense, net		(98	)		(112	)		(224	)		(205	)
Other		(28	)		148			(1	)		171

Income before income taxes		1,062			506			1,949			882

Income tax provision		425			200			775			350

Net income	$	637		$	306		$	1,174		$	532


Earnings per common share:
Basic	$	0.17		$	0.08		$	0.32		$	0.15

Diluted	$	0.16		$	0.08		$	0.30		$	0.15


Weighted average common shares outstanding, basic		3,737,737			3,606,376			3,719,730			3,606,376

Weighted average common shares outstanding, diluted		3,984,114			3,621,176			3,893,366			3,619,079

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

COST-U-LESS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

(Unaudited)

	June 27, 2004			December 28, 2003

ASSETS

Current assets:
Cash and cash equivalents		$	3,770		$	4,093
Insurance receivable			—			1,135
Accounts receivable, net			958			1,366
Inventories, net			21,830			19,540
Other current assets			1,680			1,145

Total current assets			28,238			27,279

Property and equipment, net			12,550			12,862
Deposits and other assets			834			799


Total assets		$	41,622		$	40,940


LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:
Line of credit		$	0		$	960
Accounts payable			14,752			15,240
Accrued expenses and other liabilities			4,356			4,245
Current portion of capital lease obligations			99			—
Current portion of long-term debt			267			267

Total current liabilities			19,474			20,712

Other long-term liabilities			749			684
Capital lease obligations, less current portion			659			—
Long-term debt, less current portion			2,411			2,544

Total liabilities			23,293			23,940

Commitments and contingencies			—			—

Shareholders’ equity			18,329			17,000


Total liabilities and shareholders’ equity		$	41,622		$	40,940

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

COST-U-LESS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands, except share data)

(Unaudited)

	Common Stock— Shares	Common Stock— Amount			Retained Earnings			Accumulated Other Comprehensive Loss				Total


Balance at December 29, 2002	3,606,376		$	12,446		$	3,842		$	(693	)	$	15,595
Net income	—			—			532			—			532
Foreign currency translation adjustments	—			—			—			(83	)		(83	)

Comprehensive income													449


Balance at June 29, 2003	3,606,376		$	12,446		$	4,374		$	(776	)	$	16,044


Balance at December 28, 2003	3,688,376		$	12,597		$	5,223		$	(820	)	$	17,000
Net income	—			—			1,174			—			1,174
Foreign currency translation adjustments	—			—			—			(11	)		(11	)

Comprehensive income													1,163

Compensation related to stock options	—			9			—			—			9
Exercise of common stock options	50,680			157			—			—			157

Balance at June 27, 2004	3,739,056		$	12,763		$	6,397		$	(831	)	$	18,329

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

COST-U-LESS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

(Unaudited)

	June 27, 2004				June 29, 2003

OPERATING ACTIVITIES:
Net income		$	1,174			$	532
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			916				844
Loss/(gain) on property and equipment			(38	)			3
Stock option expense			9				—
Cash provided by changes in operating assets and liabilities:
Insurance receivable			1,135				1,132
Accounts receivable			408				742
Inventories			(2,290	)			366
Other current assets			(535	)			(609	)
Deposits and other assets			(35	)			12
Accounts payable			(488	)			(2,650	)
Accrued expenses and other liabilities			111				129
Other long-term liabilities			65				(28	)

Net cash provided by operating activities			432				473

INVESTING ACTIVITY:
Cash used to purchase property and equipment			(575	)			(462	)

FINANCING ACTIVITIES:
Proceeds from exercise of common stock options			157				—
Proceeds from capital lease obligations			805				—
Proceeds (payments) from (on) line of credit, net			(960	)			716
Principal payments on capital lease obligations			(47	)			—
Principal payments on long-term debt			(133	)			(134	)

Net cash provided by/(used by) financing activities			(178	)			582

Foreign currency translation adjustments			(2	)			(137	)


Net increase/(decrease) in cash and cash equivalents			(323	)			456

Cash and cash equivalents:
Beginning of period			4,093				2,383

End of period		$	3,770			$	2,839


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest		$	217			$	198
Income taxes		$	457			$	305
Cash received during the period for:
Income taxes		$	9			$	67

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

COST-U-LESS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Nature of Business and Summary of Significant Accounting Policies

Nature of Business

Cost-U-Less, Inc. (the “Company”) operates mid-sized warehouse club-style stores in the United States Territories (“U.S. Territories”), foreign island countries in the Pacific and the Caribbean, the Hawaiian Islands and Sonora, California. At June 27, 2004, the Company operated eleven retail stores as follows: two stores in each of Hawaii and Guam, and one store in each of St. Thomas, St. Croix, American Samoa, Fiji, Curacao, St. Maarten and Sonora, California. On December 8, 2002, the Company’s two stores on the island of Guam suffered damage from Supertyphoon Pongsona, resulting in the immediate closure of both stores. The Company’s Tamuning store reopened shortly thereafter, but the Company’s Dededo store had to be rebuilt and did not reopen for business until October 3, 2003.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and pursuant to the rules and regulations of the SEC. In the opinion of management, the financial information includes all adjustments that the Company considers necessary for a fair presentation of the financial position at such dates and the operations and cash flows for the periods then ended. The condensed consolidated balance sheet at December 28, 2003, has been derived from the audited financial statements at that date. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to SEC rules and regulations on quarterly reporting. Operating results for the 13 and 26 weeks ended June 27, 2004, are not necessarily indicative of results that may be expected for the entire year. All quarterly periods reported consist of 13 weeks. For further information, refer to the financial statements and footnotes included in the Company’s annual report on Form 10-K filed with the SEC on March 26, 2004.

Fiscal Year

The Company reports on a 52/53-week fiscal year, consisting of four thirteen-week periods and ending on the Sunday nearest to the end of December. Fiscal 2004, ending on December 26, 2004, and Fiscal 2003, which ended on December 28, 2003, are 52-week years.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries in the U.S. Virgin Islands, Netherlands Antilles, Guam, American Samoa, Nevada, Fiji and New Zealand. All significant inter-company accounts and transactions have been eliminated in consolidation.

Foreign Currency Translations and Comprehensive Income

The U.S. dollar is the functional currency for all locations, except for Fiji and Netherlands Antilles, where the local currency is the functional currency. Assets and liabilities denominated in foreign currencies are translated at the applicable exchange rate on the balance sheet date. Net sales, costs and expenses are translated at the average rates of exchange prevailing during the period. Adjustments resulting from this process are reported, net of taxes, as Accumulated Other Comprehensive Income (Loss), a component of Shareholders’ Equity. Realized and unrealized gains on foreign currency transactions are included in Other Income (Expense). The cumulative translation adjustment resulting from a net investment in a country is recognized as income or expense in the period the Company has substantially liquidated operations in that country.

COST-U-LESS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to: allowance for doubtful accounts; depreciable lives of assets; reserves for inventory; and deferred tax valuation allowances. Future events and their effects cannot be determined with certainty. Accordingly, the accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Actual results could differ from those estimates.

Stock-Based Compensation

The Company has elected to apply the disclosure-only provisions of Financial Accounting Standards Board Statement No. 123, Accounting for Stock-Based Compensation. Accordingly, the Company accounts for stock-based compensation using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations under APB No. 25, whereby compensation cost for stock options is measured as the excess, if any, of the fair value of the Company’s common stock at the date of grant over the stock option exercise price. The Company usually grants stock options at exercise prices equal to fair market value on the date of grant; as a result, no compensation cost has been recognized.

Had stock option compensation expense for the Company’s stock option plans been recognized based on the estimated fair value on the grant date under the fair value methodology allowed by FAS 123, as amended by FAS 148, the Company’s net income and earnings per share amounts would have been as follows (in thousands, except per share data):

		13 Weeks Ended						26 Weeks Ended

		June 27, 2004			June 29, 2003			June 27, 2004			June 29, 2003


Net income as reported			$	637		$	306		$	1,174		$	532
Less:	Total stock-based employee compensation expense determined under fair value method for all awards, net of tax			9			18			78			36

Net income pro forma			$	628		$	288		$	1,096		$	496


Earnings per common share, basic as reported			$	0.17		$	0.08		$	0.32		$	0.15
Earnings per common share, basic pro forma			$	0.17		$	0.08		$	0.29		$	0.15
Earnings per common share, diluted as reported			$	0.16		$	0.08		$	0.30		$	0.15
Earnings per common share, diluted pro forma			$	0.16		$	0.08		$	0.28		$	0.14

Reclassifications

Certain reclassifications of prior years’ balances have been made for consistent presentation with the current year.

COST-U-LESS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

New Accounting Pronouncements

In April 2003, the FASB issued Statement No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” The Statement amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under Statement 133. The Company believes its adoption of this new accounting standard will not have a material impact on the Company’s results of operations or financial position, as the Company does not have derivatives nor does it participate in hedging activities.

2. Earnings Per Share

Basic earnings per share is computed using the weighted average number of common shares outstanding during the period and excludes any dilutive effects of stock options and warrants. Diluted earnings per share are computed using the weighted average number of common shares and potentially dilutive shares outstanding during the period. Potentially dilutive shares are excluded from the computation if their effect is anti-dilutive.

The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except share and per share data):

	13 Weeks Ended				26 Weeks Ended

	June 27, 2004		June 29, 2003		June 27, 2004		June 29, 2003

Numerator:
Net income	$	637	$	306	$	1,174	$	532

Denominator:
Denominator for basic earnings per share—weighted average shares		3,737,737		3,606,376		3,719,730		3,606,376
Effect of dilutive common equivalent shares:
Stock options and warrants		246,377		14,800		173,636		12,703

Denominator for diluted earnings per share—adjusted weighted average shares and assumed conversion of stock options and warrants		3,984,114		3,621,176		3,893,366		3,619,079


Basic earnings per common share	$	0.17	$	0.08	$	0.32	$	0.15
Diluted earnings per common share	$	0.16	$	0.08	$	0.30	$	0.15

3. Insurance Receivable

On December 8, 2002, the Company’s two stores on the island of Guam suffered damage from the Supertyphoon Pongsona, resulting in the immediate closure of both stores. The Company’s Tamuning store lost its generator in the storm, but reopened shortly thereafter on December 12th. The Company’s Dededo store, however, suffered more significant damage, and had to be closed for reconstruction. The store was rebuilt and it reopened for business on October 3, 2003.

The Company lost inventory, leasehold improvements and equipment as a result of the supertyphoon. At December 28, 2003, the Company had a $1.1 million receivable balance remaining on its books for losses that it expected to be recovered from insurance. In January 2004, the Company received payment for the entire remaining $1.1 million of insurance receivable.

COST-U-LESS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(Unaudited)

4. Line of Credit

On April 9, 2003, the Company entered into a line of credit with Wells Fargo Business Credit for a three year term, expiring on April 9, 2006. The line of credit consists of a $6.0 million committed, secured revolving credit line with a sublimit for letters of credit and bankers acceptances in the amount up to $0.5 million. At June 27, 2004, there were no borrowings outstanding on the line of credit. There was $0.1 million utilized for standby letters of credit and $0.1 million set aside for other reserves.

Borrowings are limited to the lesser of $6.0 million or the amount calculated under the borrowing base. The borrowing base is equal to the lesser of (a) $6.0 million or (b) the sum of 70% of eligible inventory in the United States of America, plus 60% of eligible inventory in the U.S. Virgin Islands and Guam, less specified reserves. On March 2, 2004, the Company and Wells Fargo Business Credit entered into the Second Amendment to Credit and Security Agreement. The amendment provided for the following: (i) an immediate reduction in the interest rate on the line of credit of one half of one percent (0.50%), (ii) a further reduction in the interest rate of one half of one percent (0.50%) if the Company met certain net income levels from December 29, 2003, through June 27, 2004, and (iii) the adoption of new measurement values for fiscal 2004. During the 26 weeks ended June 27, 2004, borrowings under the amended line of credit were charged interest at the financial institution’s prime rate plus 1.0% (5% at June 27, 2004). As the Company met the certain net income levels from December 29, 2003, through June 27, 2004, specified in the March 2, 2004, amendment, its interest rate will be reduced from August 1, 2004, forward to the financial institution’s prime rate plus 0.5%.

A fee of 0.25% is charged on the unused portion of the line of credit. The line of credit contains various covenants, including a requirement that we maintain minimum pre-tax income and tangible net worth and limitations on acquisitions, additional debt, changes in control and capital expenditures. The Company believes that it is currently in compliance with all such covenants.

5. Commitments and Contingencies

Commitments

In April 2004, the Company entered into a Real Estate Purchase and Sale Agreement for a certain parcel of real property located in St. Croix, U.S. Virgin Islands. During the first half of 2005, we intend to relocate our St. Croix store to this new parcel of land, which is located closer to the main trade area in the center of the island. The purchase of the land was finalized on July 13, 2004, at a cost of approximately $0.9 million.

Legal Proceedings

The Company is involved from time to time in claims, proceedings and litigation arising from its business and property ownership. The Company does not believe that any such claim, proceeding or litigation, either alone or in the aggregate, will have a material adverse effect on the Company’s business, financial condition or results of operation.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain Factors That May Affect Future Results of Operations

This discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto appearing in Item 1 of this report. In addition to historical information, this quarterly report on Form 10-Q contains, and may incorporate by reference, statements which may constitute forward-looking statements which involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “estimate,” “anticipate,” “continue,” or similar terms, variations of such terms or the negative of those terms, but the absence of such terms does not mean that a statement is not forward-looking. Factors that could affect our actual results include, but are not limited to: (i) risks associated with a small store base; (ii) implementation of growth strategy; (iii) competition; (iv) a decline in general economic conditions; (v) fluctuations in foreign currency; (vi) isolation of store operations from corporate management; (vii) challenges associated with island and international operations; (viii) transportation difficulties; (ix) dependence on, and uncertainties associated with, expansion outside the U.S.; (x) weather and other risks associated with island operations; (xi) ability to maintain existing credit and obtain additional credit; (xii) dependence on key personnel and local managers; (xiii) reliance on information and communication systems provided by third-party vendors; and (xiv) ability to utilize tax benefits. The September 11, 2001, terrorist attacks on the United States of America, hostilities in the Middle East, other acts of war or hostility, the effects on consumer demand, the financial markets, product supply and distribution and other conditions increase the uncertainty inherent in forward-looking statements. Forward looking statements reflect the expectations of our management at the time that they are made and do not represent an opinion about what may happen in the future.

The following management’s discussion and analysis of financial condition and results of operations should be read in conjunction with management’s discussion and analysis of financial condition and results of operations included in our annual report on Form 10-K for the year ended December 28, 2003.

As used in this quarterly report on Form 10-Q, unless the context otherwise requires, the terms “we,” “us,” “our,” “the Company,” and “Cost-U-Less” refer to Cost-U-Less, Inc., a Washington corporation, and its subsidiaries.

Overview

We operate mid-sized warehouse club-style stores in the United States Territories, foreign island countries in the Pacific and the Caribbean, the Hawaiian Islands and Sonora, California. Our primary strategy is to operate in island markets, offering predominately U.S. branded goods. During the 26 weeks ended June 27, 2004, we operated eleven retail stores as follows: two stores in each of Hawaii and Guam, and one store in each of St. Thomas, St. Croix, American Samoa, Fiji, Curacao, St. Maarten and Sonora, California.

On December 8, 2002, our two stores on the island of Guam suffered damage from Supertyphoon Pongsona, resulting in the immediate closure of both stores. Our Tamuning store reopened shortly thereafter, but our Dededo store had to be rebuilt and did not reopen for business on October 3, 2003.

Our stores are patterned after the warehouse club concept, although the stores (i) are smaller (averaging approximately 30,000 square feet vs. large format warehouse clubs of approximately 115,000 square feet), (ii) generally target niche markets, mainly U.S. Territories, U.S. island states and foreign island countries, where demographics do not support large format warehouse clubs, (iii) carry a wide assortment of local and ethnic food items, and (iv) do not charge a membership fee. Although we do not have large seasonal fluctuations in sales, the fourth quarter is typically the highest sales quarter due to additional holiday sales.

Our management focus relative to our core island store operations includes reviewing our merchandising strategies, both those that apply to all stores and those specific to each store in light of the different conditions in each market. We are currently in the process of analyzing opportunities in selected markets and relocation opportunities for existing stores with leases expiring in the next one to two years. While we believe these actions can improve profitability, there can be no assurance that these actions will be successful.

We also continue to explore ways to maximize long-term value for our shareholders, including focusing on efforts to increase earnings, responding to competition, and improving same store sales and gross margins. We believe there is a limited number of new island markets that have the attributes necessary to support a growth strategy for our business. We are currently evaluating alternative methods of implementing future growth, including expansion opportunities in selected markets and relocation opportunities for stores in existing markets. For example, during the first half of 2005, we intend to relocate our St. Croix store to a location closer to the main trade area in the center of the island and to expand it by about 45% to approximately 38,000 square feet.

Results of Operations

During the 13 and 26 weeks ended June 27, 2004, we continued to experience improvements in comparable-store sales (stores open for a full 13 months) and gross margin, which resulted in higher net income and EPS. These improvements were due to several factors including better sourcing, pricing, merchandising and mix of goods in our stores.

Our total sales increase for the 13 and 26 weeks ended June 27, 2004, was due to strong comparable-sales of 15.3% for both the 13 and 26 weeks ended June 27, 2004, and the successful reopening of our Dededo, Guam store in October 2003. As a result of the reopening of our Dededo, Guam store, we expect our fiscal 2004 sales to increase as compared to 2003.

We reported net income of $0.6 million and $1.2 million for the 13 and 26 weeks ended June 27, 2004, respectively, compared to net income of $0.3 million and $0.5 million in the same periods in fiscal 2003. The improvement in net income was primarily due to comparable-store sales increases and improved gross margin.

Comparison of the 13 and 26 Weeks Ended June 27, 2004, to the 13 and 26 Weeks Ended June 29, 2003:

Net Sales: Net sales of $50.8 million for the 13 weeks ended June 27, 2004, increased 21.0%, as compared to net sales of $42.0 million in the same period in the prior year. Net sales of $100.9 million for the 26 weeks ended June 27, 2004, increased 19.6%, as compared to net sales of $84.3 million in the same period in the prior year. Approximately 50% of the increase in sales in both the 13 and 26 week periods was due to the reopening of our store in Dededo, Guam in October 2003. The balance of the increase in both the 13 and 26 week periods was due to comparable-store sales increases offset by a decline in business-to-business sales (approximately 30% decline for the 13 weeks and 35% decline for the 26 weeks) as compared to fiscal 2003. Although lower than the sales in the same periods in the prior year, our business-to-business sales during the 13 and 26 weeks ended June 27, 2004, were comparable to those experienced in our third and fourth quarters of fiscal 2003. We expect the level of business-to-business activity for the remainder of fiscal 2004 to be consistent with current levels.

Comparable-store sales increased 15.3% for both the 13 and 26 weeks ended June 27, 2004, as compared to the same periods in the prior year. Comparable-store sales for both the 13 and 26 weeks ended June 27, 2004, are calculated on stores excluding the Guam market as our Dededo, Guam store was closed during the corresponding periods in the prior year and during those periods our Tamuning, Guam store benefited from the temporary closure of our Dededo store. All of our stores experienced increased sales in the 13 and 26 weeks ended June 27, 2004, as compared to the prior year, primarily due to improvements in our assortment of food and general merchandise, and improved economies from more tourism in some of our markets.

Gross Profit: Gross profit of $9.4 million, or 18.4% of sales, for the 13 weeks ended June 27, 2004, increased as compared to gross profit of $7.4 million, or 17.6% of sales, in the same period in the prior year. Gross profit of $18.4 million, or 18.3% of sales, for the 26 weeks ended June 27, 2004, increased as compared to gross profit of $14.8 million, or 17.5% of sales, in the same period in the prior year. The improvement in gross profit in both the 13 and 26 weeks ended June 27, 2004, was primarily due to ongoing merchandising and operating improvements across the chain, as well as a stronger mix of retail store sales, with typically higher margins, as compared to business-to-business sales, which generally provide a lower gross margin but are executed at minimal direct expense.

Store expenses: Store expenses increased to $6.4 million and $12.7 million for the 13 and 26 weeks ended June 27, 2004, respectively, as compared to $5.4 million and $10.7 million for the same periods in the prior year. Approximately 60% of the increase in store expenses was attributable to the increased expenses associated with operating eleven stores during the 13 and 26 weeks ended June 27, 2004, as compared to ten stores in the 13 and 26 week periods in the prior year. The remainder of the increase was primarily attributable to higher volume-related payroll, insurance and utility expenses, as well as accelerated depreciation related to the planned 2005 relocation of our St. Croix store. As a percentage of sales, store expenses decreased to 12.6% of net sales for the 13 weeks ended June 27, 2004, as compared to 12.8% of net sales for the 13 weeks in the prior year primarily due to the leveraging of fixed and semi-variable expense over increased store sales. As a percentage of sales, store expenses were 12.6% of net sales for both the 26 weeks ended June 27, 2004, and the same period in the prior year.

General and administrative expenses: General and administrative expenses were $1.7 million and $3.5 million for the 13 and 26 weeks ended June 27, 2004, respectively, as compared to $1.5 million and $3.1 million for the 13 and 26 week periods in the prior year. The increase in general and administrative expenses was primarily due to increased personnel related costs and insurance costs, partially offset by costs incurred in 2003 in connection with discussions with ASSI, Inc. regarding a potential strategic business combination that did not occur. General and administrative expenses as a percent of sales decreased to 3.4% of sales for the 13 and 26 weeks ended June 27, 2004, compared to 3.7% for the same periods in the prior year, primarily due to the leveraging of corporate expenses over increased store sales.

Store opening expenses: Store opening expenses were $39,000 and $79,000 for the 13 and 26 weeks ended June 27, 2004, respectively, as compared to $20,000 and $48,000 for the same periods in the prior year. Store opening expenses in both periods related to costs associated with the evaluation of potential new store locations and current store relocations.

Interest expense, net: Interest expense, net was $98,000 and $224,000 for the 13 and 26 weeks ended June 27, 2004, respectively, as compared to $112,000 and $205,000 for the same periods in the prior year. Interest expense, net decreased for the 13 weeks ended June 27, 2004, as our borrowings on our line of credit decreased as compared to the prior year. Interest expense, net increased during the 26 weeks ended June 27, 2004, primarily due to commitment fees associated with our new line of credit entered into in April 2003 and interest expense associated with our equipment lease entered into in January 2004, partially offset by lower borrowing levels.

Other income (expense): Other income (expense) in both the 13 and 26 weeks ended June 27, 2004, and the same periods in the prior year, was primarily attributable to gains and losses on foreign currency transactions, and translation of intercompany balances for transactions that exceed the permanent investments in those countries. The expense in the 13 and 26 week periods ended June 27, 2004, was primarily attributable to depreciation in the Fijian dollar as compared to the U.S. dollar. During the same periods in the prior year, the Fijian dollar appreciated as compared to the U.S. dollar.

Income tax provision: The tax provisions for the 13 and 26 week periods ended June 27, 2004, and June 29, 2003, primarily represent taxes and tax benefits associated with income or losses generated in the U.S. and U.S. Territories. Our effective tax rate is higher than the expected federal statutory rate because no tax benefits were provided on foreign losses, as we have no assurance that we will be able to generate an adequate amount of taxable income in the future to utilize such benefits.

Net income: Net income was $0.6 million, or $0.16 per fully diluted share, for the 13 weeks ended June 27, 2004, as compared to a net income of $0.3 million, or $0.08 per fully diluted share, in the same period in the prior year. Net income was $1.2 million, or $0.30 per fully diluted share, for the 26 weeks ended June 27, 2004, as compared to net income of $0.5 million, or $0.15 per fully diluted share, in the same period in the prior year.

Liquidity and Capital Resources

We currently finance our operations with proceeds from various credit facilities, and internally generated funds. We generated $0.4 million of net cash from operations during the 26 weeks ended June 27, 2004, as compared to $0.5 million generated in the same period in the prior year. The decrease in cash provided by operations was primarily due to an increase in the use of cash to acquire inventory (net of an increase in accounts payable) due to the operation of eleven stores during the 26 weeks ended June 27, 2004, as compared to ten stores in the 26 week periods in the prior year, and a decrease in payments received on other receivables as compared to the same period in the prior year. These decreases were largely offset by an increase in net income.

Net cash used in investing activities was $0.6 million for the 26 weeks ended June 27, 2004, as compared to $0.5 million used in the same period in the prior year. We currently have no plans to open new stores during fiscal 2004, but we are in the process of exploring expansion opportunities in selected markets and relocation opportunities for stores in existing markets. Additionally, we intend to relocate our St. Croix store to a location closer to the main trade area in the center of the island, and to expand it by about 45% to 38,000 square feet. We purchased the land for the site of the new building during July 2004 at a cost of approximately $0.9 million. The lease for our existing St. Croix store expires in November 2004, and we currently do not have an agreement with our landlord to operate the store on a monthly basis until such time as our new store opens in the first half of 2005. Although we believe that we will come to an agreement with our landlord to continue operating our existing store until we relocate to our new building, there can be no assurance that we will be able to obtain a lease extension on terms that will be acceptable to us.

We used $0.2 million of cash for financing activities during the 26 weeks ended June 27, 2004, as compared to $0.6 million provided by financing activities in the same period in the prior year. The decrease was due to a reduction in borrowings under our line of credit partially offset by funds received on the sale-leaseback of equipment in Guam. Our current ratio has improved to 1.45 at June 27, 2004, as compared to 1.32 at December 28, 2003, and 1.27 at June 29, 2003.

On April 9, 2003, we entered into a line of credit with Wells Fargo Business Credit with a three-year term, expiring on April 9, 2006. The line of credit consists of a $6.0 million committed, secured revolving credit line with a sublimit for letters of credit and bankers acceptances in the amount up to $0.5 million. At June 27, 2004, there were no borrowings outstanding on the line of credit. There was $0.1 million utilized for standby letters of credit and $0.1 million set aside for other reserves.

Borrowings are limited to the lesser of $6.0 million or the amount calculated under the borrowing base. The borrowing base is equal to the lesser of (a) $6.0 million or (b) the sum of 70% of eligible inventory in the United States of America, plus 60% of eligible inventory in the U.S. Virgin Islands and Guam, less specified reserves. On March 2, 2004, we entered into the Second Amendment to Credit and Security Agreement with Wells Fargo Business Credit. The amendment provided for the following: (i) an immediate reduction in the interest rate on the line of credit of one half of one percent (0.50%), (ii) a further reduction in the interest rate of one half of one percent (0.50%) if we met certain net income levels from December 29, 2003, through June 27, 2004, and (iii) the adoption of new measurement values for fiscal 2004. During the 26 weeks ended June 27, 2004, borrowings under the amended line of credit were charged interest at the financial institution’s prime rate plus 1.0% (5% at June 27, 2004). As we met the certain net income levels from December 29, 2003, through June 27, 2004, specified in the March 2, 2004, amendment, our interest rate will be reduced from August 1, 2004, forward to the financial institution’s prime rate plus 0.5%.

A fee of 0.25% is charged on the unused portion of the line of credit. The line of credit contains various covenants, including a requirement that we maintain minimum pre-tax income and tangible net worth and limitations on acquisitions, additional debt, changes in control and capital expenditures. We believe that we are currently in compliance with all such covenants.

A significant portion of our cash flow is generated by our operations. If our operating results deteriorate, as a result of a decrease in customer demand or pricing pressures from our customers or our competitors, our ability to generate positive cash flow from operations may be jeopardized. We believe that amounts available under our various credit facilities, existing cash available for working capital purposes, and cash flow from operations will most likely be sufficient to fund our operations through the next 12 months. There can be no assurance that we will be able to obtain additional financing when needed, or that any available financing will be on terms acceptable to us.

Contractual Obligations

As of June 27, 2004, our commitments to make future payments under long-term contractual obligations were as follows (in thousands):

	Payments Due by Period

Contractual Obligations	Total			Less than 1 year			1 to 3 years			4 to 5 years			After 5 years


Long-term debt		$	2,678		$	267		$	534		$	534		$	1,343
Operating Leases			31,016			4,628			8,452			6,984			10,952
Capital Lease			919			141			283			283			212


Total		$	34,613		$	5,036		$	9,269		$	7,801		$	12,507

Critical Accounting Policies

We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner. The significant accounting policies are summarized in Note 1 to the consolidated financial statements included in our annual report on Form 10-K for the year ended December 28, 2003.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

We believe that the following accounting policies are the most critical in the preparation of our financial statements because they involve the most difficult, subjective or complex judgments about the effect of matters that are inherently uncertain.

Inventories

Inventories are carried at the lower of average cost or market. We provide for estimated inventory losses between physical inventory counts on the basis of a percentage of sales. The provision is adjusted periodically to reflect the trend of actual physical inventory count results.

Long Lived Assets

When facts and circumstances indicate that the carrying values of long-lived assets, including intangibles, may be impaired, an evaluation of the recoverability is performed by comparing the carrying value of the assets to projected future cash flows. Upon indication that the carrying value of such assets may not be recoverable, we recognize an impairment loss by a charge against current operations.

Foreign Currency Translation

The U.S. dollar is the functional currency for all our locations, except for Fiji and Netherlands Antilles, where the local currency is the functional currency. Assets and liabilities denominated in foreign currencies are translated at the applicable exchange rate on the balance sheet date. Net sales costs and expenses are translated at the average rates of exchange prevailing during the period. Adjustments resulting from this process are reported, net of taxes, as Accumulated Other Comprehensive Income (Loss), a component of Shareholders’ Equity. Realized and unrealized gains on foreign currency transactions are included in Other Income (Expense). The cumulative translation adjustment resulting from a net investment in a country is recognized as income or expense in the period we substantially liquidated operations in that country.

Income Taxes

Income tax expense includes U.S. and foreign income taxes. We account for income taxes under the liability method. Under the liability method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We apply judgment in determining whether it is more likely than not that the deferred tax assets will be realized, and valuation allowances are established when necessary. Our effective tax rate is currently higher than the expected federal statutory rate because valuation allowances have been established against the tax benefits of foreign losses, as we have no assurance that we will be able to generate an adequate amount of taxable income in the future to utilize such benefits. We are developing and implementing certain tax planning strategies, which may affect our ability to recognize some of the deferred tax assets that are currently allowed for and may ultimately change our estimate of the valuation allowance.

Accounting Pronouncements

In April 2003, the FASB issued Statement No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” The Statement amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under Statement 133. We believe that our adoption of this new accounting standard will not have a material impact on our results of operations or financial position, as we do not have derivatives nor do we participate in hedging activities.

Risk Factors That May Affect Future Results

You should carefully consider the following factors that may affect future results and other information included in this quarterly report. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that are currently deemed immaterial also may impair our business operations or could cause actual results to differ from historical results or those anticipated. If any of the following risks actually occur, our business, financial condition and operating results could be materially adversely affected.

Because we have a small store base, adverse store performance or increased expenses will have a more significant adverse impact on our operating and financial results than if we had a larger store base. We opened our first store in 1989 and opened a total of 21 stores through December 2003, and presently operate eleven stores. Our closure of the ten other stores prior to March 2001, adversely affected our operating results. Should any existing store experience a significant decline in profitability or any new store be unprofitable, the negative effect on our business would be more significant than would be the case if we had a larger store base, and could have a material adverse effect on our business, financial condition and operating results. In addition, if our general and administrative expenses increase, the negative effect on our business and results of operations would be more significant than if we had a larger store base. Although we intend to carefully plan for the implementation of additional stores, there can be no assurance that such plans can be executed as envisioned or that the implementation of those plans will not have a material adverse effect on our business, financial condition and operating results. In addition, our ability to acquire products at a lower cost than competitors or obtain volume-based pricing can be adversely affected because of our small store base.

If we are unable to execute our growth strategy, our business could suffer. The success of our future growth strategy will depend to a significant degree on our ability to do the following:

	•	Operate our stores on a profitable basis;
	•	Expand our operations through the opening of new stores;
	•	Properly identify and enter new markets;
	•	Locate suitable store sites;
	•	Negotiate acceptable lease terms;
	•	Locate local developers to construct facilities to lease;
	•	Construct or refurbish sites; and
	•	Obtain necessary funds on acceptable terms.

We have not opened stores in foreign island markets at a rapid pace. Currently, we have no plans to open new stores during 2004, but we are in the process of exploring expansion opportunities in selected markets and relocation opportunities for existing stores. We do not have operating experience in many of the markets in which we may consider opening new stores. In fact, in June 2000, we closed the two stores that we had opened in New Zealand in 1999, as they had performed below expectations, due in part to competitive and merchandising challenges that are different from our other stores. Additionally, in February 2001, we closed one of our two Fiji stores, due primarily to the impact that the political turmoil and resulting economic downturn in Fiji were having on the tourist industry. New markets may present operational, competitive, regulatory and merchandising challenges that are different from those we currently encounter. There can be no assurance that we will be able to adapt our operations to support our future expansion plans or that our new stores will be profitable. Any failure on our part to manage our growth could have a material adverse effect on our business, financial condition and operating results.

Additionally, we rely significantly on the skill and expertise of our on-site store managers. We will be required to hire, train and retain skilled managers and personnel to support any growth, and may experience difficulties locating store managers and employees who possess the training and experience necessary to operate our new stores, including our management information and communications systems, particularly in island markets where language, education and cultural factors may impose additional challenges. Further, we have encountered, and may continue to encounter, substantial delays, increased expenses or loss of potential sites due to the complexities, cultural differences, and local political issues associated with the regulatory and permitting processes in the island markets in which we may locate our stores. There can be no assurance that we will be able to open new stores according to our business plans, or that we will be able to continue to attract, develop and retain the personnel necessary to pursue our growth strategy. Failure to do so could have a material adverse effect on our business, financial condition and operating results.

We believe that there are certain attributes of appropriate markets into which we may expand our operations through the opening of new stores, including:

	•	Acceptance and demand for U.S. goods;
	•	Familiarity with the warehouse concept;
	•	Absence of large warehouse club competition;
	•	Stable political and regulatory environment; and
	•	Favorable pricing structure to provide adequate return on investment.

We believe the number of new island markets with these attributes is limited in number as a result of, among other things, the entry by many of our larger competitors into these markets. If we are unable to expand into new island markets ahead of large warehouse club competitors, our business, financial condition and results of operations may be adversely affected.

We also will need to continually evaluate the adequacy of our existing systems and procedures, including store management, financial and inventory control and distribution systems. As we grow, we will need to continually analyze the sufficiency of our distribution depots and inventory distribution methods and may require additional facilities in order to support our planned growth. There can be no assurance that we will anticipate all the changing demands that our expanding operations will impose on such systems. Failure to adequately update our internal systems or procedures as required could have a material adverse effect on our business, financial condition and operating results.

Our ability to operate profitably in existing markets and to expand into new markets may be adversely affected by competing warehouse clubs or discount retailers. The warehouse club and discount retail businesses are highly competitive. If we fail to successfully respond to competitive pressures in this industry, or to effectively implement our strategies to respond to these pressures, our operating results may be negatively affected. Many of our competitors have substantially greater resources, buying power and name recognition than we have. The cost of doing business in island markets is typically higher than on the U.S. mainland because of ocean freight and duty costs and higher facility costs. In addition, our gross margin and operating income are generally lower for stores in markets where traditional warehouse clubs and discount retailers also operate stores, due to increased price competition and reduced market share. We may be required to implement price reductions and other actions in order to remain competitive in our markets. Furthermore, our ability to expand into and operate profitably in new markets may be adversely affected by the existence or entry of competing warehouse clubs or discount retailers. These factors could result in reduced sales and margins or loss of market share, any of which could negatively affect our results of operations.

A decline in the general economic condition in the United States or in island markets in which we operate could have a significant impact on our financial performance. The success of our operations depends to a significant extent on a number of factors relating to discretionary consumer spending, including employment rates, business conditions, interest rates, inflation, population and gross domestic product levels in each of our island markets, taxation, consumer spending patterns and customer preferences. We cannot fully foresee the changes in business and economic conditions that may result from domestic or foreign factors. There can be no assurance that consumer spending in our markets will not be adversely affected by these factors, thereby affecting our growth, net sales and profitability. A downturn in tourism or a decline in the national or regional economies of the United States and the U.S. Territories where we currently operate or any foreign countries in which we currently or will operate, could have a material adverse effect on our business, financial condition and operating results.

A prolonged decrease in tourism and air travel could have an indirect but significant impact on our financial performance, operations and liquidity. Because our operations are primarily located in the U.S. Territories and foreign island countries throughout the Pacific and Caribbean, the success of our operations depends to a significant extent on tourism and the travel industry. Prolonged adverse occurrences affecting tourism or air travel, particularly to non-U.S. destinations, including political instability, armed hostilities, terrorism, or other activity that involves or affects air travel or the tourism industry generally, could have an indirect but adverse and significant impact on our financial performance, operations liquidity or capital resources.

We are subject to various governmental regulations, which may have an adverse effect on our business. Governmental regulations in foreign countries where we plan to expand our operations might prevent or delay entry into the market or prevent or delay the introduction, or require modification, of certain of our operations. Additionally, our ability to compete may be adversely affected by foreign governmental regulations that encourage or mandate the employment of citizens of, or purchase of supplies from vendors in a particular jurisdiction. We may also be subject to taxation in these foreign jurisdictions, and the final determination of our tax liabilities may involve the interpretation of the statutes and requirements of the various domestic and foreign taxing authorities. We may also be subject to currency repatriation restrictions. There can be no assurance that any of these risks will not have a material adverse effect on our business, financial condition and operating results.

If we are unable to overcome challenges resulting from the isolation of store operations from our corporate management and our increased dependence on local managers, we may experience decreased productivity or other operational problems. Our headquarters and administrative offices are located in Washington state; however, ten of our eleven stores and a majority of our employees are located on islands. Although we invest resources to hire and train our on-site managers, the inability of our executives to be physically present at our current and planned store sites on a regular basis may result in the following:

	•	Isolation of store operations from corporate management and an increased dependence on store managers;
	•	Diminished ability to oversee employees, which may lead to decreased productivity or other operational problems;
	•	Construction delays or difficulties caused by inadequate supervision of the construction process; and
	•	Communication challenges.

We may need to invest significant resources to update and expand our communications systems and information networks and to devote a substantial amount of time, effort and expense to national and international travel in order to overcome these challenges; failure to do so could have a material adverse effect on our business, financial condition and operating results.

Our business could suffer if we are unable to manage the challenges associated with island and international operations. Our net sales from island operations represented approximately 90.6% of our total net sales for fiscal 2003. We expect that our island and international operations together will continue to account for nearly all of our total net sales. The distance, as well as the time-zone differences, involved with island locations impose significant challenges to our ability to manage our operations. Logistical challenges are presented by operating individual store units in remote locations, whether in terms of information flow or transportation of goods. Our inability to effectively manage our island and international operations could have a significant adverse effect on our business, results of operations and financial condition

We may encounter disruption in the transportation of our products, which would significantly harm our business. Our island locales require the transportation of products over great distances on water, which results in the following:

	•	Substantial lags between the procurement and delivery of product, thus complicating merchandising and inventory control methods;
	•	Possible loss of product due to potential damage to, or destruction of, ships or containers delivering our goods;
	•	Tariff, customs and shipping regulation issues;
	•	Substantial ocean freight and duty costs; and
	•	Interruption in the delivery of product due to labor disruption.

Moreover, only a limited number of transportation companies service our regions, none of which has entered into a long-term contract with us. The inability or failure of one or more key transportation companies to provide transportation services to us, changes in the regulations that govern shipping tariffs or any other disruption in our ability to transport our merchandise could have a material adverse effect on our business, financial condition and operating results.

We face a number of uncertainties associated with expansion outside U.S. Territories. Our failure to adequately address these uncertainties could cause our business to suffer. Currently, three of our stores are located outside the U.S. Territories. Our future expansion plans may involve entry into additional foreign countries, which may involve additional or heightened risks and challenges that are different from those we currently encounter, including risks associated with being further removed from the political and economic systems in the United States and anti-American sentiment as a result of political or military action. We do not currently engage in currency hedging activities. On February 15, 2001, we closed one of the two stores we operated in Fiji due primarily to the impact that the political turmoil in Fiji was having on the tourist industry, with the resulting economic downturn severely impacting our store in Nadi. Our remaining store in Fiji is located in the city of Suva, which is the capital of Fiji and the primary population center. There can be no assurance that further political and economic changes in Fiji, or political and economic changes in other markets, will not have a material adverse effect on our business, financial condition and operating results. The failure to adequately address the additional challenges involved with international operations could have a material adverse effect on our business, financial condition and operating results.

We are exposed to weather and other risks associated with island operations, which could affect our business and results of our operations. Our operations are primarily located on islands subject to volatile weather conditions and natural disasters, which could result in delays in construction or result in significant damage to, or destruction of, our stores. On December 8, 2002, our two stores on the island of Guam suffered damage from Supertyphoon Pongsona, resulting in the immediate closure of both stores. Our Tamuning store lost its generator in the storm but reopened shortly thereafter on December 12th. Our Dededo store, however, suffered more significant damage and had to be closed for reconstruction. The store was rebuilt and it reopened for business on October 3, 2003.

In addition to weather, island operations involve uncertainties arising from such as:

	•	Local business practices, language and cultural considerations, including the capacity or willingness of local business and government officials to provide necessary services;
	•	Ability to acquire, install and maintain modern capabilities such as dependable and affordable electricity, telephone, computer, Internet and satellite connections often in undeveloped regions;
	•	Political, military and trade tensions;
	•	Currency exchange rate fluctuations and repatriation restrictions;
	•	Local economic conditions;
	•	Difficulty enforcing agreements or protecting intellectual property; and
	•	Collection of debts and other obligations in foreign countries.

There can be no assurance that we will be able to devote the resources necessary to meet the challenges posed by island operations, or that losses from business interruption will be adequately compensated by insurance; any failure to do so would have a material adverse effect on our business, financial condition and operating results.

If we are unable to manage our fluctuating comparable store sales or our comparable store sales decline, our business and results of operations could suffer. Historically, our comparable store sales have fluctuated significantly. A variety of factors affect our comparable store sales, including, among others, actions of competitors (including the opening of additional stores in our markets), the retail sales environment, general economic conditions, weather conditions and our ability to execute our business strategy effectively. In addition, our future expansion may result in opening additional stores in markets where we already do business. Historically, we have experienced a reduction in sales at an existing store when we open a new store in the same market. These factors may result in future comparable store sales declines. Moreover, there can be no assurance that comparable store sales for any particular period will not decrease in the future. If our comparable store sales decline, our business, results of operations and financial condition would suffer.

If we cannot obtain sufficient funds to grow our business, our operations and business may suffer. We expect to have substantial future capital requirements to expand our business. Currently, we believe we have sufficient funds from our existing cash, various credit facilities and cash flow from operations to fund our operations through the next 12 months. We do not, however, have sufficient funds to pursue a rapid growth strategy. Our ability to expand our business and pursue a rapid growth strategy will depend on our ability to obtain significant external financing. Our ability to obtain additional financing on acceptable terms depends on a number of factors, such as market conditions and our operating performance. There can be no assurance that we will be able to obtain additional financing in a timely manner and upon acceptable terms, if at all. If we fail to obtain necessary funds upon acceptable terms, we may be forced to delay expansion of our business or otherwise curtail our operations and our operations and business may suffer.

The loss of key personnel could harm our business and results of operations. Our success depends in large part on the abilities and continued service of our executive officers and other key employees. In addition, we do not currently carry key-man life insurance. There can be no assurance that we will be able to retain the services of such executive officers and other key employees, the loss of any of whom could have a material adverse effect on our business, financial condition and operating results.

A disruption of our information systems could cause our business and results of operations to suffer. Our business is highly dependent on communications and information systems, primarily systems provided by third-party vendors. Although we have taken a number of precautions against certain events that could disrupt the operation of our management information systems, we may experience systems failures or interruptions, which could have a material adverse effect on our business, financial condition and operating results. Any failure or interruption of our systems or systems provided by third-party vendors could cause delays or other problems in our operations, which could have a material adverse effect on our business, financial condition and operating results.

We may not be able to utilize certain tax benefits, which could have a material adverse effect on our results of operations. Our ability to utilize various tax benefits is dependent on our ability to generate adequate taxable income in the United States and in foreign jurisdictions. As of December 28, 2003, we had recognized an aggregate foreign tax benefit of $2.3 million on foreign operating losses and a corresponding valuation allowance of $2.2 million. Approximately one-half of the Net Operating Losses, or NOLs, will begin expiring in the year 2006. The remaining NOLs were generated in Curacao and St. Maarten and are not subject to expiration time limits. Utilization of the tax benefit is dependent on our generating future taxable income. There can be no assurance that we will be able to produce adequate future taxable income to utilize this tax benefit, and failure to generate such income may have a material adverse effect on our business, financial condition and operating results.

Certain provisions in our charter documents and otherwise may discourage third parties from attempting to acquire control of our Company, which may have an adverse effect on the price of our stock. Our board of directors has the authority, without obtaining shareholder approval, to issue up to 2,000,000 shares of preferred stock and to fix the rights, preferences, privileges and restrictions of such shares without any further vote or action by our shareholders. Our articles of incorporation and bylaws also provide for a classified board and special advance notice provisions for proposed business at annual meetings. In addition, Washington law contains certain provisions that may have the effect of delaying, deferring or preventing a hostile takeover of our company. Further, we have a shareholder rights plan that is designed to cause substantial dilution to a person or group that attempts to acquire our company without approval of our board of directors, and thereby make a hostile takeover attempt prohibitively expensive for a potential acquirer. These provisions, among others, may have the effect of making it more difficult for a third party to acquire, or discouraging a third party from attempting to acquire, control of our company, even if shareholders may consider such a change in control to be in their best interests, which may cause the price of our common stock to suffer.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We operate stores in foreign countries and have market risks associated with foreign currencies. However, sales are primarily made in U.S. cash or foreign currencies with minimal trade credit extended and no borrowings exist in foreign currencies. Cash deposited from sales are remitted back to the U.S. bank account, routinely.

We record gains and losses on foreign currency transactions, and translation of intercompany balances for transactions that exceed the permanent investments in those countries in Other Income (Expense). Gains and losses are primarily attributable to appreciation and (depreciation) in the Fijian dollar as compared to the U.S. dollar.

We have also assessed our vulnerability to interest rate risk associated with our financial instruments, including, cash and cash equivalents, lines of credit and long term debt. Due to the nature of these financial instruments, we believe that the risk associated with interest rate fluctuations does not pose a material risk. Our line of credit and long-term debt can be expected to vary in the future as a result of future business requirements, market conditions and other factors.

We do not have any derivative financial instruments as of June 27, 2004.

ITEM 4. CONTROLS AND PROCEDURES

(a) Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

(b) There has been no significant change in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual meeting of our shareholders was held on May 12, 2004. The following proposals were submitted to a vote:

The election of one director, to hold office for a term as defined in the proxy statement and until his successor is duly elected and qualified. This proposal received the following number of votes:

	Affirmative	Withheld


J. Jeffrey Meder	3,428,336	2,815

The ratification of the appointment of Grant Thornton LLP as our independent auditors for fiscal year 2004. This proposal was approved with 3,422,201 shares voting for approval, 8,050 shares voting against approval, and 900 shares abstaining.

ITEM 5. OTHER INFORMATION

As disclosed in the proxy statement for our annual meeting of shareholders filed with the SEC on April 9, 2004, shareholders may nominate candidates for election as directors if they follow the procedures and conform to the deadlines specified in our bylaws. The complete description of the requirements for shareholder nomination of director candidates is contained in our bylaws, incorporated by reference in our annual report on Form 10-K for the fiscal year ended December 28, 2003. In summary, a shareholder desiring to nominate one or more candidates for election at the next annual meeting must submit written notice of such nomination to the corporate secretary not less than 60 days and not more than 90 days prior to the annual meeting. That deadline for submission of any director nominations by shareholders for the next annual meeting is also set forth in the proxy statement for each annual meeting.

Shareholders nominating candidates for election as directors are also required to provide the following information with respect to their nominees:

	•	the shareholder’s name and address;

	•	a representation that the shareholder is entitled to vote at the annual meeting and a statement of the number of shares beneficially owned by the shareholder;

	•	a representation that the shareholder intends to appear in person or by proxy at the annual meeting to nominate the person(s) specified in the notice;

	•	a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the shareholder;

	•	any other information relating to each nominee that would be required to be disclosed in a proxy statement filed pursuant to the SEC’s proxy rules; and

	•	the consent of each nominee to serve as a director if so elected.

Evaluation of any recommendations by shareholders of director candidates is the responsibility of the nominating and corporate governance committee under its charter. Shareholders may submit in writing recommendations for consideration by the nominating and corporate governance committee to the attention of our corporate secretary at 3633 136th Place SE, Suite 110, Bellevue, Washington 98006. Recommendations should contain a detailed discussion of the qualifications of each recommended candidate and any other material information the shareholder wants the nominating and corporate governance committee to consider.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits

	Exhibit No.		Description


	10.1		Real Estate Purchase and Sale Agreement dated April 30, 2004, between Mint Capital, Gasco Inc., and Cost-U-Less, Inc.
	31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)	Reports on Form 8-K

	•	On April 1, 2004, we furnished a current report on Form 8-K regarding our April 1, 2004, press release, which announced an increase of 15.3% in same store sales (stores open a full 13 months) for the fiscal quarter ending March 28, 2004.

	•	On May 6, 2004, we furnished a current report on Form 8-K regarding our May 5, 2004, press release, which announced that we had generated net income of $537,000 for the first fiscal quarter of 2004, or $0.14 per fully diluted share outstanding, compared to net income of $226,000, or $0.06 per fully diluted share outstanding for the corresponding period last year.

	•	On June 22, 2004, we filed a current report on Form 8-K regarding our June 18, 2004, press release, which announced the appointment of Bob Donegan to our Board of Directors.

	•	On July 6, 2004, we furnished a current report on Form 8-K regarding our July 1, 2004, press release, which announced an increase of 15.3% in same store sales (stores open a full 13 months) for the fiscal quarter ending June 27, 2004.

	•	On July 22, 2004, we filed a current report on Form 8-K regarding our July 21, 2004, press release, which announced our intent to relocate our St. Croix store from the west end of the island to a location close to the main trade area in the center of the island.

	•	On July 28, 2004, we furnished a current report on Form 8-K regarding our July 28, 2004, press release, which announced that we had generated net income of $637,000 for the second fiscal quarter ended June 27, 2004, or $0.16 per fully diluted share outstanding, compared to net income of $306,000, or $0.08 per fully diluted share outstanding for the corresponding period last year.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		COST-U-LESS, INC.


Date: August 9, 2004		/s/ J. Jeffrey Meder

		J. Jeffrey Meder
		President and
		Chief Executive Officer

Date: August 9, 2004		/s/ Martin P. Moore

		Martin P. Moore
		Chief Financial Officer