-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DRptU03foltPMaNZTqpVEYgXRFlP4vtQGe5Ym5D33GHYF0hrP8HAUjpwgkm0jhWo U3/WPBQ6fjV5Repj90FZng== 0001104659-05-005509.txt : 20050211 0001104659-05-005509.hdr.sgml : 20050211 20050211092306 ACCESSION NUMBER: 0001104659-05-005509 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050210 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATIONERS INC CENTRAL INDEX KEY: 0000355999 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 363141189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10653 FILM NUMBER: 05595212 BUSINESS ADDRESS: STREET 1: 2200 E GOLF RD CITY: DES PLAINES STATE: IL ZIP: 60016-1267 BUSINESS PHONE: 8476995000 MAIL ADDRESS: STREET 1: 2200 E GOLF ROAD CITY: DES PLAINES STATE: IL ZIP: 600161267 8-K 1 a05-3348_18k.htm 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 10, 2005 (February 11, 2005)

 

UNITED STATIONERS INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

 

0-10653

 

36-3141189

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

2200 East Golf Road
Des Plaines, Illinois

 

60016-1267

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (847) 699-5000

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

United Stationers Inc.

 

Item 2.02               Results of Operations and Financial Condition.

 

The following information, including Exhibit 99.1, shall not be deemed “filed” hereunder for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

On February 10, 2005, United Stationers Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2004 and completes review of Canadian division.  A copy of the Company’s press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01               Financial Statements and Exhibits.

 

(c) Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1*

 

Press Release, dated February 10, 2005, announcing financial results for the fourth quarter and full year 2004 and completes review of Canadian division.

 


*              - Included herewith.

 

 

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.

 

 

 

 

UNITED STATIONERS INC.

 

 

 

(Registrant)

 

 

 

Dated:  February 11, 2005

 

By:

/s/ Kathleen S. Dvorak

 

 

Kathleen S. Dvorak

 

 

Senior Vice President

 

 

and Chief Financial Officer

 

 

2



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1*

 

Press release, dated February 10, 2005

 


*  - Included herewith.

 

3


EX-99.1 2 a05-3348_1ex99d1.htm EX-99.1

Exhibit 99.1

 


n e w s  r e l e a s e

 

Executive Offices

For Further Information Contact:

2200 E. Golf Road

 

Des Plaines, IL 60016-1267

 

www.unitedstationers.com

 

 

 

 

Richard W. Gochnauer

 

President and Chief Executive Officer

 

or

 

 

Kathleen S. Dvorak

 

Sr. Vice President and Chief Financial Officer

 

United Stationers Inc.

 

(847) 699-5000

 

 

 

FOR IMMEDIATE RELEASE

 

UNITED STATIONERS INC. REPORTS 2004 RESULTS
AND COMPLETES REVIEW OF CANADIAN DIVISION

 

DES PLAINES, Ill., Feb. 10, 2005 — United Stationers Inc. (NASDAQ: USTR) reported net sales for the year ended December 31, 2004, of $4.0 billion, up 3.7% from $3.8 billion in the prior year.  Net income for 2004 was $90.0 million, a 23.2% increase from $73.0 million in 2003. Diluted earnings per share for 2004 were $2.65, up 21.6% compared with $2.18 in 2003.

 

Results for 2004 were negatively impacted by a write-off of approximately $13.2 million ($8.3 million after tax, or $0.24 per diluted share) related to supplier allowances, customer rebates and trade receivables, inventory and other items associated with the Company’s Canadian division. The write-off relates to amounts that were either incorrectly accrued or overaccrued, or that had become uncollectible. The write-off includes items related to prior periods of approximately $6.7 million ($4.2 million after tax, or $0.12 per diluted share), based on prior period exchange rates and tax rates. During 2003, the Company recorded a loss on early retirement of debt of $6.7 million ($4.2 million after tax, or $0.12 per diluted share), and a cumulative effect of a change in accounting principle of $6.1 million after tax, or $0.19 per diluted share.

 

Excluding the charges taken in 2004 related to prior periods and the abovementioned 2003 charges, net income for 2004 was $94.1 million, or $2.77 per diluted share, compared with $83.3 million, or $2.49 per diluted share, in 2003. As so adjusted, this represents an 11.2% increase on a diluted-share basis. A reconciliation of these items to the most comparable measures under generally accepted accounting principles (GAAP) is presented at the end of this release.

 

Gross margin as a percent of sales for 2004 was 14.6%, flat with the prior year.  Operating expenses in 2004 totaled $433.0 million, or 10.9% of sales, compared with $414.9 million or 10.8% in 2003. Operating margin was 3.7% for 2004, compared with 3.8% in 2003.

 

Cash Flow and Debt Reduction

 

Net cash provided by operating activities for the years ended December 31, 2004 and 2003, totaled $47.0 million and $167.7 million, respectively. Net cash provided by operating activities, excluding the effects of receivables sold, totaled $78.5 million in 2004, compared with $122.7 million in 2003.  The 2004 cash flow benefited from higher earnings offset by forward inventory purchases in advance of product cost increases. Cash flow for 2003 benefited from reduced working capital requirements compared to the prior year. A reconciliation of these items to the most comparable GAAP measures is presented at the end of this release.

 

Total debt and securitization financing declined during 2004 by approximately $30.8 million, to $136.5 million. Earnings, working capital efficiency and lower capital spending helped reduce debt levels and funded share repurchases and year-end inventory investments. Debt to total capitalization (adjusted to include the securitization financing) was 15.7% at December 31, 2004, compared with 19.9% in the prior year. A reconciliation of these items to the most comparable GAAP measures is presented at the end of this release.

 

-more-

 



 

Review of Canadian Division

 

As previously announced, in October 2004 the Company began conducting a review of supplier allowances and other items at its Canadian division.  This included a detailed review of the Canadian division’s financial records by the Company’s U.S. headquarters accounting staff.  In addition, the Company’s Audit Committee, with the assistance of outside counsel and forensic accounting experts, conducted an investigation of transactions with customers and suppliers, related accounting entries and allegations of misconduct at the Canadian division.

 

Both the accounting review and the Audit Committee investigation are now complete. The Company has determined that the Canadian division incorrectly accounted for certain items primarily during 2003 and 2004, including accruing supplier allowances that it did not qualify for under the terms of its supplier agreements, failing to timely write off anticipated supplier allowances and other receivables that, although properly accrued initially, were no longer collectible, and failing to properly record customer returns and make other adjustments to inventory balances required under generally accepted accounting principles.

 

The Audit Committee’s investigation found no evidence that management in the United States had knowledge of, or involvement in, improper activities at the Canadian division.  The investigation did reveal, however, evidence of fraud by personnel at the Canadian division, involving improper and fictitious sales transactions, including sale and buyback transactions, and other accounting improprieties. Revenues from sale and buyback transactions totaling $4.6 million were reversed on the Company’s books in the fourth quarter of 2004.  The investigation concluded that these activities were undertaken to improve the apparent financial performance of the Canadian division.

 

In early November 2004, the Company replaced certain members of management at the Canadian division.  In addition, the Company has held discussions with the suppliers that were impacted and has resolved historical issues related to the Canadian division.

 

“We are extremely disappointed by the developments at the Canadian division, which do not reflect the values and integrity with which United Stationers conducts business.  Once we became aware of the issues at the Canadian division, we immediately began taking remedial steps. We are now working to reinforce a culture of execution and accountability based on strong underlying values throughout our organization, and we are taking appropriate actions to help ensure that this situation does not recur,” stated Richard W. Gochnauer, president and chief executive officer.

 

Strengthening Controls Both Within and Over Our Canadian Division

 

As a result of these developments, the Company identified several internal control deficiencies with respect to the Canadian division relating to: the design and operating effectiveness of controls over receivables from suppliers for various supplier allowance programs at the division, including recording receivables without adequate documentation and failing to reconcile receivables with the terms of the underlying supplier contracts; certain amounts recorded which were determined to be in error; inadequate reviews of various receivables balances for collectibility; and the failure to timely reconcile balance sheet accounts.

 

In addition to replacing management at the Canadian division, the Company has taken a number of other actions to address these deficiencies, including: reorganizing the Canadian division to promote segregation of duties and conformity with overall corporate policies and procedures; changing the internal reporting structure so that accounting personnel at the Canadian division report directly to the Company’s accounting department in the United States, with stronger oversight for all other functional areas by their U.S. counterparts; improving formal Canadian division policies, processes and procedures, and supporting documentation requirements, including those relating to supplier allowances estimates and recoveries and timely account reviews and reconciliations; and establishing additional monitoring controls over the Canadian division, including those relating to the establishment and review of supplier and customer rebate accruals and accounting for non-routine transactions.

 

Fourth-Quarter Results

 

Net sales for the fourth quarter of 2004 were $1.0 billion, up 6.9% compared with sales of $942.6 million for the fourth quarter of 2003.  In addition, the fourth quarter of 2004 had one fewer workday.  Net income for the latest quarter was $19.2 million, compared with $21.9 million in the same period last year.  Diluted earnings per share for the 2004 quarter were $0.57, compared with $0.64 in the prior-year quarter.

 

2



 

Results for the fourth quarter of 2004 were adversely affected by a write-off of $7.6 million ($4.8 million after tax, or $0.14 per diluted share), related to the Canadian division, including approximately $5.1 million ($3.1 million after tax, or $0.09 per diluted share) related to prior periods.  This was in addition to a $5.6 million ($3.4 million after tax, or $0.10 per diluted share) write-off related to the Canadian division recorded by the Company in the third quarter of 2004, which included $4.3 million ($2.6 million after tax, or $0.08 per diluted share) related to prior periods.

 

Gross margin as a percent of sales for the fourth quarter of 2004 was 13.8%, compared with 15.0% in the prior-year period. Gross margin in the quarter was impacted by: more competitive pricing for key category initiatives which also drove improved sales growth, and the write-off related to the Canadian division.  These unfavorable impacts were partially offset by increased leverage of occupancy costs resulting from higher sales.

 

Operating expenses for the fourth quarter of 2004 were $109.6 million, or 10.9% of sales, compared with $104.2 million, or 11.0% of sales, in the same period last year.  Operating expenses in 2004 were favorably affected by increased leverage of fixed costs resulting from higher sales. Operating expenses in the fourth quarter of 2004 were unfavorably affected by incremental costs associated with the review of the Company’s Canadian division. The operating margin for the latest three months was 2.9%, compared with a 4.0% operating margin in the same quarter of 2003.

 

2005 Outlook

 

“2004 was a year of tremendous accomplishment for United Stationers,” said Gochnauer. “Unfortunately, our positive efforts were overshadowed by the situation at our Canadian division.  Our achievements in 2004 include: exceeding our goals for War on Waste (WOW) in such areas as warehouse productivity and delivery cost reductions; introducing new product categories and services though our category management teams; and continuing strong performance of our Lagasse division. The momentum from these achievements provides the platform that should allow us to continue to improve our operating performance.”

 

“Sales for January 2005 were up approximately 9% over January 2004. It is our current sales momentum, combined with the ongoing success of our WOW efforts, that bring us into 2005 with renewed enthusiasm.  Our long term goals continue to be to achieve sales growth of 6% to 9% and to produce annual earnings per share growth of 12% to 15% over the prior year.”

 

“We expect 2005 will be a year of substantial investment in IT systems improvements and infrastructure, so we anticipate net capital spending will be approximately $30 million.  We continue to look for ways to increase productivity, improve service to our customers, drive waste from our cost structure and reinvest cost savings and margin dollars in our business, with the goal of accelerating sales and earnings growth in the coming years. We believe 2005 will be another year of significant achievement for United Stationers,” Gochnauer concluded.

 

Conference Call

 

United Stationers will hold a conference call followed by a question and answer session on Friday, February 11, at 9:00 a.m. CT, to discuss 2004 results. To participate, callers within the U.S. and Canada should dial (888) 396-2386 and international callers should dial (617) 847-8712 approximately 10 minutes before the presentation.  The passcode is “63990620.”  To listen to the Webcast via the Internet, participants should visit the Investor Information section of the Company’s Web site at www.unitedstationers.com several minutes before the event is broadcast and follow the instructions provided to ensure that the necessary audio application is downloaded and installed. This program is provided at no charge to the user.  In addition, interested parties can access an archived version of the call, also located on the Investor Information section of United Stationers’ Web site, about two hours after the call ends and for at least the following two weeks. This news release, along with other information relating to the call, will be available on the Investor Information section of the Web site.

 

3



 

Forward-Looking Statements

 

This news release contains forward-looking statements, including references to goals, plans, strategies, objectives, projected costs or savings, anticipated future performance, results or events and other statements that are not strictly historical in nature. These statements are based on management’s current expectations, forecasts and assumptions.  This means they involve a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied here. These risks and uncertainties include, but are not limited to: the Company’s ability to effectively manage its operations and to implement general cost-reduction initiatives; the Company’s reliance on key suppliers and the impact of fluctuations in their pricing; variability in supplier allowances and promotional incentives payable to the Company, based on inventory purchase volumes, attainment of supplier-established growth hurdles and supplier participation in the Company’s annual and quarterly catalogs and other marketing programs, and the impact they have on the Company’s gross margin; the Company’s ability to anticipate and respond to changes in end-user demand; the impact of variability in customer demand on the Company’s product offerings and sales mix and, in turn, on customer rebates payable, and supplier allowances earned, by the Company and on the Company’s gross margin; increases in customers’ manufacturer direct purchases; competitive activity and pricing pressures; reliance on key management personnel; the Company’s ability to implement, timely and effectively, improved internal controls in response to conditions previously or subsequently identified at the Company’s Canadian division or otherwise, in order to maintain on an ongoing basis an effective internal control environment in compliance with the Sarbanes-Oxley Act of 2002; the Company’s ability to effectively integrate any acquisitions; acts of terrorism or war; and prevailing economic conditions and changes affecting the business products industry and the general economy.  For additional information on these and other factors, please see the reports filed by the Company with the Securities and Exchange Commission.  Readers are cautioned not to place undue reliance on forward-looking information contained in this news release.  The information in this news release is given as of this date only, and the Company undertakes no obligation to revise or update it.

 

The Company’s common stock trades on The NASDAQ Stock MarketÒ under the symbol USTR.

 

Company Overview

 

United Stationers Inc., with 2004 sales of $4.0 billion, is North America’s largest broad line wholesale distributor of business products and a provider of marketing and logistics services to resellers. Its integrated computer-based distribution systems make more than 40,000 items available to approximately 15,000 resellers. United is able to ship products within 24 hours of order placement because of its 35 United Stationers Supply Co. distribution centers, 24 Lagasse distribution centers that serve the janitorial and sanitation industry, two Azerty distribution centers in Mexico that serve computer supply resellers, and two distribution centers that serve the Canadian marketplace. Its focus on fulfillment excellence has given the Company an average order fill rate of better
than 97%, a 99.5% order accuracy rate, and a 99% on-time delivery rate. For more information, visit www.unitedstationers.com.

 

 

-table follows-

 

4



 

United Stationers Inc. and Subsidiaries
Condensed Consolidated Statements of Income

(in thousands, except per share data)

 

 

 

For the Three Months Ended

 

For the Years Ended

 

 

 

December 31,

 

December 31,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

1,007,813

 

$

942,606

 

$

3,991,190

 

$

3,847,722

 

Cost of goods sold

 

868,719

 

800,903

 

3,408,974

 

3,287,189

 

Gross profit

 

139,094

 

141,703

 

582,216

 

560,533

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Warehousing, marketing and administrative expenses

 

109,611

 

104,205

 

433,027

 

414,917

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

29,483

 

37,498

 

149,189

 

145,616

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

950

 

954

 

2,901

 

6,492

 

 

 

 

 

 

 

 

 

 

 

Loss on early retirement of debt

 

 

 

 

6,693

 

 

 

 

 

 

 

 

 

 

 

Other expense, net

 

1,093

 

1,180

 

3,488

 

4,826

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes and cumulative effect of a change in accounting principle

 

27,440

 

35,364

 

142,800

 

127,605

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

8,192

 

13,441

 

52,829

 

48,495

 

 

 

 

 

 

 

 

 

 

 

Income before cumulative effect of a change in accounting principle

 

19,248

 

21,923

 

89,971

 

79,110

 

 

 

 

 

 

 

 

 

 

 

Cumulative effect of a change in accounting principle, net of tax benefit of $3,696

 

 

 

 

6,108

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

19,248

 

$

21,923

 

$

89,971

 

$

73,002

 

Net income per common share – diluted:

 

 

 

 

 

 

 

 

 

Income before cumulative effect of a change in accounting principle

 

$

0.57

 

$

0.64

 

$

2.65

 

$

2.37

 

Cumulative effect of a change in accounting principle

 

 

 

 

(0.19

)

Net income per common share – diluted

 

$

0.57

 

$

0.64

 

$

2.65

 

$

2.18

 

Weighted average number of common shares – diluted

 

33,808

 

34,364

 

33,985

 

33,439

 

 

5



 

United Stationers Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(dollars in thousands, except share data)

 

 

 

December 31,

 

 

 

2004

 

2003

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

15,719

 

$

10,307

 

Accounts receivable, net

 

178,644

 

195,433

 

Retained interest in receivables sold, net*

 

227,807

 

153,722

 

Inventories

 

608,549

 

539,919

 

Other current assets

 

18,623

 

25,943

 

Total current assets

 

1,049,342

 

925,324

 

 

 

 

 

 

 

Property, plant and equipment, net

 

151,848

 

157,716

 

Goodwill, net

 

184,222

 

182,474

 

Other

 

21,828

 

29,496

 

Total assets

 

$

1,407,240

 

$

1,295,010

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

402,794

 

$

357,961

 

Accrued liabilities

 

140,558

 

135,604

 

Deferred credits

 

47,518

 

44,867

 

Current maturities of long-term debt

 

 

24

 

Total current liabilities

 

590,870

 

538,456

 

 

 

 

 

 

 

Deferred income taxes

 

20,311

 

21,624

 

Long-term debt

 

18,000

 

17,300

 

Other long-term liabilities

 

46,856

 

44,652

 

Total liabilities

 

676,037

 

622,032

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.10 par value; authorized - 100,000,000 shares, issued – 37,217,814 shares in 2004 and 2003

 

3,722

 

3,722

 

Additional paid-in capital

 

337,192

 

329,787

 

Treasury stock, at cost – 4,076,432 shares in 2004 and 3,314,347 shares in 2003

 

(119,435

)

(82,863

)

Retained earnings

 

520,608

 

430,637

 

Accumulated other comprehensive loss

 

(10,884

)

(8,305

)

Total stockholders’ equity

 

731,203

 

672,978

 

Total liabilities and stockholders’ equity

 

$

1,407,240

 

$

1,295,010

 

 


* The December 31, 2004 and 2003 accounts receivable balances do not include $118.5 million and $150 million, respectively, of accounts receivable sold through a securitization program.

 

6



 

United Stationers Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

 

 

 

For the Years Ended

 

 

 

December 31,

 

 

 

2004

 

2003

 

Cash Flows From Operating Activities:

 

 

 

 

 

Net income

 

$

89,971

 

$

73,002

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

27,164

 

29,149

 

Amortization of capitalized financing costs

 

648

 

3,284

 

Loss (gain) on the disposition of plant, property and equipment

 

114

 

(86

)

Cumulative effect of a change in accounting principle, net of tax

 

 

6,108

 

Write down of assets held for sale

 

300

 

1,290

 

Deferred income taxes

 

(181

)

(4,244

)

Changes in operating assets and liabilities:

 

 

 

 

 

Decrease (increase) in accounts receivable, net

 

16,927

 

(37,028

)

(Increase) decrease in retained interest in receivables sold, net

 

(74,085

)

37,919

 

(Increase) decrease in inventory

 

(68,201

)

25,974

 

(Increase) decrease in other assets

 

(3,745

)

2,056

 

Increase in accounts payable

 

44,743

 

23,495

 

Increase in accrued liabilities

 

8,532

 

2,961

 

Increase in deferred credits

 

2,651

 

118

 

Increase in other liabilities

 

2,204

 

3,669

 

Net cash provided by operating activities

 

47,042

 

167,667

 

 

 

 

 

 

 

Cash Flows From Investing Activities:

 

 

 

 

 

Capital expenditures

 

(19,722

)

(14,552

)

Proceeds from the disposition of property, plant and equipment

 

10,003

 

3,621

 

Net cash used in investing activities

 

(9,719

)

(10,931

)

 

 

 

 

 

 

Cash Flows From Financing Activities:

 

 

 

 

 

Retirements and principal payments of debt

 

(24

)

(204,425

)

Net borrowings under revolver

 

700

 

10,500

 

Issuance of treasury stock

 

9,635

 

35,059

 

Acquisition of treasury stock, at cost

 

(40,908

)

 

Payment of employee withholding tax related to stock option exercises

 

(1,435

)

(5,550

)

Net cash used in financing activities

 

(32,032

)

(164,416

)

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

121

 

561

 

Net change in cash and cash equivalents

 

5,412

 

(7,119

)

Cash and cash equivalents, beginning of period

 

10,307

 

17,426

 

Cash and cash equivalents, end of period

 

$

15,719

 

$

10,307

 

 

7



 

United Stationers Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures

Net Income and Diluted EPS Excluding Charges (Net of Tax)

(in thousands, except per share data)

 

 

 

For the Three Months Ended

 

For the Years Ended

 

 

 

December 31,

 

December 31,

 

 

 

2004

 

2003

 

2004

 

2003

 

Net income

 

$

19,248

 

$

21,923

 

$

89,971

 

$

73,002

 

Add: Prior period adjustment related to the Canadian division

 

3,133

 

 

4,154

 

 

Loss on early retirement of debt

 

 

 

 

4,150

 

Cumulative effect of a change in accounting principle

 

 

 

 

6,108

 

Net income excluding charges

 

$

22,381

 

$

21,923

 

$

94,125

 

$

83,260

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share under GAAP

 

$

0.57

 

$

0.64

 

$

2.65

 

$

2.18

 

Add: Prior period adjustment related to the Canadian division

 

0.09

 

 

0.12

 

 

Loss on early retirement of debt

 

 

 

 

0.12

 

Cumulative effect of a change in accounting principle

 

 

 

 

0.19

 

Diluted EPS excluding charges

 

$

0.66

 

$

0.64

 

$

2.77

 

$

2.49

 

Weighted average number of common shares – diluted

 

33,808

 

34,364

 

33,985

 

33,439

 

 

Note: Adjusted net income and diluted EPS are provided as an additional financial measure.  Generally Accepted Accounting Principles require that the prior period adjustment, loss on early retirement of debt and the cumulative effect of a change in accounting principle be recorded as a reduction in net income. The Company believes, for comparative purposes, it is helpful to provide readers of its financial statements with adjusted net income and diluted EPS, which exclude these items.

 

Debt to Total Capitalization

(dollars in thousands)

 

 

 

December 31,

 

 

 

 

 

2004

 

2003

 

Change

 

Current maturities of long-term debt

 

$

 

$

24

 

$

(24

)

Long-term debt

 

18,000

 

17,300

 

700

 

Accounts receivable sold

 

118,500

 

150,000

 

(31,500

)

Total debt and securitization (adjusted debt)

 

136,500

 

167,324

 

(30,824

)

Stockholders’ equity

 

731,203

 

672,978

 

58,225

 

Total capitalization

 

$

867,703

 

$

840,302

 

$

27,401

 

 

 

 

 

 

 

 

 

Adjusted debt to total capitalization

 

15.7

%

19.9

%

(4.2

)%

 

Note: Adjusted debt to total capitalization is provided as an additional liquidity measure. Generally Accepted Accounting Principles require that accounts receivable sold under the Company’s receivables securitization program be reflected as a reduction in accounts receivable and not reported as debt.  Internally, the Company considers accounts receivables sold to be a financing mechanism. The Company believes it is helpful to provide readers of its financial statements with a measure that adds accounts receivable sold to debt, and calculates debt to total capitalization on that basis.

 

8



 

Net Capital Spending

(in thousands)

 

 

 

For the Three Months
Ended
December 31,

 

For the Years
Ended
December 31,

 

Forecast
Year Ending
December 31,

 

 

 

2004

 

2003

 

2004

 

2003

 

2005

 

Capital expenditures

 

$

9,064

 

$

4,959

 

$

19,722

 

$

14,552

 

N/A

 

Proceeds from the disposition of property, plant and equipment

 

(33

)

(10

)

(10,003

)

(3,621

)

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

9,031

 

4,949

 

9,719

 

10,931

 

N/A

 

Capitalized software

 

1,475

 

1,619

 

3,659

 

3,348

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

Net capital spending

 

$

10,506

 

$

6,568

 

$

13,378

 

$

14,279

 

$

30,000

 

 

Note: Net capital spending is provided as an additional measure of investing activities.  The Company’s accounting policy is to include capitalized software in “Other Assets.”  Generally Accepted Accounting Principles require that “Other Assets” be included on the cash flow statements under the caption “Net Cash Provided by Operating Activities.”  Internally, the Company measures cash used in investing activities including capitalized software. The Company believes that it is helpful to provide readers of its financial statements with this same information.

 

Adjusted Cash Flow

(in thousands)

 

 

 

For the Years Ended
December 31,

 

 

 

2004

 

2003

 

Cash Flows From Operating Activities:

 

 

 

 

 

Net cash provided by operating activities

 

$

47,042

 

$

167,667

 

Excluding the change in accounts receivable sold

 

31,500

 

(45,000

)

Net cash provided by operating activities excluding the effects of receivables sold

 

$

78,542

 

$

122,667

 

 

 

 

 

 

 

Cash Flows From Financing Activities:

 

 

 

 

 

Net cash used in financing activities

 

$

(32,032

)

$

(164,416

)

Including the change in accounts receivable sold

 

(31,500

)

45,000

 

Net cash used in financing activities including the effects of receivables sold

 

$

(63,532

)

$

(119,416

)

 

Note: Adjusted cash provided by operating activities is presented as an additional liquidity measure. Generally Accepted Accounting Principles require that the cash flow effects of changes in the amount of accounts receivable sold under the Company’s receivables securitization program be reflected within operating cash flows.  Internally, the Company considers accounts receivable sold to be a financing mechanism and not a source of cash flow related to operations.  The Company believes it is helpful to provide readers of its financial statements with operating cash flows adjusted for the effects of changes in accounts receivable sold.

 

-##-

 

9


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