IPO Company Profile
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Cost-U-Less, Inc.
12410 S.E. 32nd Street, Bellevue, WA 98005 * (425) 644-4241

The company is a leading operator of mid-sized warehouse club-sized stores in U.S. territory island markets throughout the Pacific and Caribbean. The company's seven island stores are located in Hawaii, the U.S. Virgin Islands, Guam, and American Samoa.

Primary Underwriting Group
ManagerTierPhone
Cruttenden Roth IncorporatedLead Manager (800) 678-9147
Black & Company, Inc.Co-manager (503) 248-9600

Offering Information
NASNTL:CULS Retail: SIC 5331
Type of Shares:Common Shares Filing Date:5/12/98
U.S. Shares:1,540,000 Offer Date:7/21/98
Non-U.S. Shares:0 Filing Range:$8.50 - $9.50
Primary Shares:1,540,000 Offer Price:$7.00
Secondary Shares:0 Gross Spread:$0.56
Offering Amount: $13,860,000 Selling:$0.32
Expenses:$920,000 Reallowance:$0.10
Post-IPO Shares:3,599,961
Employees:34

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Perkins Coie
Bank's Law Firm: Summit Law Group, P.L.L.C.
Registrar/Transfer Agent: ChaseMellon Shareholder Services, L.L.C.
Auditor: Ernst & Young

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/28/97 3/29/98 3/30/97 3/29/98
Revenue:$124.86$31.75$31.79Assets:$25.22
Net Income:$0.36$0.33-$0.28Curr Assets:$16.09
EPS:$0.17$0.15-$0.14Liabilities:$15.17
Prior EPS:$0.17Curr Liab:$13.03
Cash Flow/Oper:$4.58-$0.04$0.20Equity:$10.05
Cash Flow/Fin:-$2.75$0.78$0.32Cash:
Cash Flow/Inv:-$0.90-$1.77-$0.58Working Cap:$3.06

Competition
The warehouse club and discount retail businesses are highly competitive. The Company has faced significant competition from warehouse clubs and discount retailers such as Wal-Mart, Kmart and Costco in Hawaii, Kmart in the U.S. Virgin Islands, and Kmart and a local joint venture between Price Enterprises, Inc. and a regional investor in Guam. The Company's competition also consists of regional and smaller discount retailers and other national and international grocery store chains. Some of the Company's competitors have substantially greater resources, buying power and name recognition than the Company. The Company is targeting expansion in additional island markets that it believes are underserved by existing retailers. 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 . After eight years of experience refining the warehouse club format in island markets, management believes that significant growth and profit opportunities exist in remote island markets. While the Company expects that the size of many of the markets in which it operates or expects to enter will deter entry by most of its larger competitors, there can be no assurance that the Company's larger competitors will not decide to enter these markets or that its smaller competitors will not compete more effectively against the Company. The Company's gross margin and operating income are generally lower for those stores in markets where traditional warehouse clubs and discount retailers also operate stores. The Company may be required to implement price reductions in order to remain competitive should any of its competitors reduce prices in any of its markets. Moreover, the Company's ability to expand into and operate profitably in new markets, particularly small markets, may be adversely affected by the existence or entry of competing warehouse clubs or discount retailers.

Business Plan
The Company's goal is to become the leading operator of warehouse club-style stores in island markets by leveraging its island-operations expertise, utilizing modern systems and merchandising techniques, offering competitive prices while maintaining attractive margins, providing a localized product mix and benefiting from low overhead costs.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of short-term debt and funding the company's expansion program, working capital and general corporate purposes.

Additional Underwriter Compensation
Warrant to purchase 160,000 shares/units at a nominal price.

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