-----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, LiY9gfWM35ux6qHZatnghu5FeO+L5VZu81mVs3AyFUB8dN0RSWcWEHKSLcPljXff QB9pA870TRYNz+3cd+fDZA== 0000927356-97-000797.txt : 19970715 0000927356-97-000797.hdr.sgml : 19970715 ACCESSION NUMBER: 0000927356-97-000797 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970531 FILED AS OF DATE: 19970714 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORPORATE EXPRESS INC CENTRAL INDEX KEY: 0000878130 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 840978360 STATE OF INCORPORATION: CO FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-24642 FILM NUMBER: 97640002 BUSINESS ADDRESS: STREET 1: 325 INTERLOCKEN PKWY CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 3033732800 MAIL ADDRESS: STREET 1: 325 INTERLOCKEN PKWY CITY: BROOMFIELD STATE: CO ZIP: 80021 10-Q 1 FORM 10-Q 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 May 31, 1997 OR ( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO _______ Commission File No. 0-24642 -------------- CORPORATE EXPRESS, INC. ----------------------------------- (Exact name of registrant as specified in its charter) Colorado 84-0978360 - -------------------------- ------------- (State of incorporation or (I.R.S. Employer organization) Identification No.) 1 Environmental Way Broomfield, Colorado 80021 - ---------------------------- ---------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 664-2000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __________ ---------- The number of shares of the registrant's common stock, par value $.0002 per share, outstanding as of July 9, 1997 was 129,381,953. PART I - FINANCIAL INFORMATION Item 1 - Financial Statements CORPORATE EXPRESS, INC. CONSOLIDATED BALANCE SHEETS (In thousands)
ASSETS May 31, March 1, 1997 1997 ---------- ---------- (Unaudited) Current assets: Cash and cash equivalents $ 28,748 $ 54,499 Trade accounts receivable, net of allowance of $14,244 and $13,004, respectively 493,855 494,199 Notes and other receivables 48,344 55,530 Inventories 191,939 187,558 Deferred income taxes 26,752 29,076 Other current assets 31,484 28,548 ---------- ---------- Total current assets 821,122 849,410 Property and equipment: Land 13,955 14,105 Buildings and leasehold improvements 110,954 106,824 Furniture and equipment 266,693 249,693 ---------- ---------- 391,602 370,622 Less accumulated depreciation (113,490) (106,891) ---------- ---------- 278,112 263,731 Goodwill, net of $41,167 and $36,471 of accumulated amortization, respectively 676,064 671,967 Other assets, net 64,792 58,869 ---------- ---------- Total assets $1,840,090 $1,843,977 ========== ==========
The accompanying notes are an integral part of the consolidated financial statements. -2-
CORPORATE EXPRESS, INC. CONSOLIDATED BALANCE SHEETS, Continued (In thousands) LIABILITIES AND SHAREHOLDERS' EQUITY May 31, March 1, 1997 1997 ----------- ----------- (Unaudited) Current liabilities: Accounts payable - trade $ 284,169 $ 292,041 Accounts payable - acquisitions 3,243 5,078 Accrued payroll and benefits 55,889 45,512 Accrued purchase costs 10,538 12,888 Accrued merger and related costs 14,968 18,484 Other accrued liabilities 39,014 52,012 Current portion of long-term debt and capital lease 27,356 29,742 ----------- ----------- Total current liabilities 435,177 455,757 Capital lease obligations 11,397 11,545 Long-term debt 617,265 621,705 Deferred income taxes 35,110 26,819 Minority interest in subsidiaries 26,375 22,015 Other non-current liabilities 11,650 12,529 ----------- ----------- Total liabilities 1,136,974 1,150,370 Contingencies (Note 5) Shareholders' equity: Preferred stock, $.0001 par value, 25,000,000 shares authorized, none issued or outstanding - - Common stock, $.0002 par value, 300,000,000 shares authorized, 126,606,188 and 126,171,467 shares 25 25 issued and outstanding, respectively Common stock, non-voting, $.0002 par value, 3,000,000 shares authorized, none issued or outstanding - - Additional paid-in capital 646,793 646,536 Retained earnings 58,244 48,222 Foreign currency translation adjustments (1,946) (1,176) ----------- ----------- Total shareholders' equity 703,116 693,607 ----------- ----------- Total liabilities and shareholders' equity $ 1,840,090 $ 1,843,977 =========== ===========
The accompanying notes are an integral part of the consolidated financial statements. -3- CORPORATE EXPRESS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)
Three Months Ended --------------------------- May 31, June 1, 1997 1996 ---------- ---------- (Unaudited) Net sales $ 913,342 $ 650,861 Cost of sales 699,114 486,532 ---------- ---------- Gross profit 214,228 164,329 Warehouse operating and selling expenses 159,043 117,440 Corporate general and administrative expenses 29,483 21,238 ---------- ---------- Operating profit 25,702 25,651 Interest expense, net 9,915 4,704 ---------- ---------- Income before income taxes 15,787 20,947 Income tax expense 6,710 8,635 ---------- ---------- Income before minority interest 9,077 12,312 Minority interest (income) expense (945) 230 ---------- ---------- Net income $ 10,022 $ 12,082 ========== ========== Pro forma net income $ 10,022 $ 11,752 ========== ========== Pro forma net income per share (Note 6) $ .08 $ .09 ========== ========== Weighted average common shares outstanding 130,246 127,362 ========== ==========
The accompanying notes are an integral part of the consolidated financial statements. -4- CORPORATE EXPRESS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Three Months Ended ------------------- May 31, June 1, 1997 1996 -------- -------- (Unaudited) Cash flows from operating activities: Net income $ 10,022 $ 12,082 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 9,751 6,256 Amortization 5,493 3,580 Adjustment to conform fiscal years - 204 Minority interest (945) 230 Other 438 (509) Changes in assets and liabilities, excluding acquisitions: Decrease in accounts receivable 11,367 11,850 Increase in inventory (3,845) (4,767) Decrease (increase) in other current assets 861 (719) Decrease (increase) in other assets (3,188) 3,129 Decrease in accounts payable (8,561) (15,173) Decrease in accrued liabilities (1,196) (12,090) -------- -------- Net cash provided by operating activities 20,197 4,073 -------- -------- Cash flows from investing activities: Proceeds from sale of assets 598 518 Capital expenditures (23,869) (29,740) Payment for acquisitions, net of cash acquired (11,295) (75,718) Other (1,225) (63) -------- -------- Net cash used in investing activities (35,791) (105,003) -------- -------- Cash flows from financing activities: Issuance of common stock 2,684 3,594 Issuance of subsidiary common stock 2,434 - Debt issuance costs (104) (375) Proceeds from long-term borrowings 7,383 7,832 Repayments of long-term borrowings (15,947) (7,101) Proceeds from short-term borrowings 3,625 970 Repayments of short-term borrowings (2,063) (710) Net (payments on) proceeds from line of credit (8,092) 98,991 Other 47 (1,927) -------- -------- Net cash (used in) provided by financing activities (10,033) 101,274 Effect of foreign currency exchange rate changes on cash (124) 177 -------- -------- (Decrease) increase in cash and cash equivalents (25,751) 521 Cash and cash equivalents, beginning of period 54,499 29,813 -------- -------- Cash and cash equivalents, end of period $ 28,748 $ 30,334 ======== ======== The accompanying notes are an integral part of the consolidated financial statements. -5- CORPORATE EXPRESS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED Supplemental schedule of noncash investing and financing activities: Capital lease obligations in the amount of $1,725,000 and $2,004,000 were incurred during the three months ended May 31, 1997 and June 1, 1996, respectively, for equipment and software. During the three months ended May 31, 1997, the Company acquired six contract stationers for a net cash purchase price of $7,941,000 and approximately 18,000 shares of common stock. During the three months ended June 1, 1996, the Company acquired 14 contract stationers, one software distributor, and six delivery operations for a net cash purchase price of $72,780,000, a note payable of $45,111,000 and approximately 228,000 shares of common stock. In conjunction with these acquisitions, liabilities were assumed as follows:
Three Months Ended --------------------- May 31, June 1, 1997 1996 ---------- --------- (In thousands) (Unaudited) Fair value of assets and goodwill acquired $14,586 $189,597 Cash paid, net of cash acquired (7,941) (72,780) Issuance of notes payable -- (45,111) Issuance of stock (165) (6,785) Purchase price payable, included in current liabilities ( 25) (1,973) ------- -------- Liabilities assumed $ 6,455 $ 62,948 ======= ========
In addition to the amounts set forth above, during the three months ended May 31, 1997 and June 1, 1996, the Company paid $3,354,000 and $2,938,000, respectively, for prior period acquisitions. In November 1996, the Company reflected in the consolidated financial statements its acquisition of the remaining 49% interest in Corporate Express United Kingdom; however, as of May 31, 1997 this transaction had not been completed as consideration for the transaction was not transferred on a timely basis. Accordingly, the adjustment to this transaction has been recorded as a reduction to equity and goodwill with an offsetting increase to minority interest. The impact on prior period results was not material. On July 1, 1997, the acquisition of this minority interest was completed. During the three months ended May 31, 1997, the Company issued 342,000 shares of common stock related to acquisitions that closed in fiscal 1996. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL STATEMENTS. -6- CORPORATE EXPRESS, INC. NOTES TO CONSOLIDATED STATEMENTS 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements include the accounts of Corporate Express, Inc. ("Corporate Express" or the "Company") and its majority-owned subsidiaries. The following acquisitions were accounted for as poolings of interests and, accordingly, the accompanying financial statements have been restated to include their accounts and operations: . Nimsa S.A. ("Nimsa") was acquired by the Company on October 31, 1996. . Bevo Acquisition Corp., Inc., a wholly-owned subsidiary of the Company, was merged with and into United TransNet, Inc. ("UT") on November 8, 1996. . IMS Acquisition, Inc., a wholly-owned subsidiary of the Company, was merged with and into Sofco Mead, Inc. ("Sofco") on January 24, 1997. . H.M. Acquisition Corp., a wholly-owned subsidiary of the Company, was merged with and into Hermann Marketing, Inc. ("HMI") on January 30, 1997. Acquisitions accounted for as purchases are included in the accounts and operations as of the effective date of the transaction and immaterial acquisitions accounted for as poolings of interests are included in the accounts and operations as of the beginning of the fiscal quarter in which the transaction is effective. The Company accounts for its investments in less than 50% owned entities using the equity or cost methods. All intercompany balances and transactions have been eliminated. These financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, such interim statements reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position and the results of operations and cash flows for the interim periods presented. The results of operations for these interim periods are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K for the year ended March 1, 1997. Certain of the Company's locations calculate cost of sales using an estimated gross profit method for interim periods. Cost of sales at these locations are adjusted based on physical inventories which are performed no less than once a year. New Accounting Standards: In the fourth quarter of fiscal 1997, the Company will adopt SFAS No. 128, "Earnings per Share." This statement simplifies the standards for computing earnings per share found in APB Opinion No. 15, "Earnings per Share" and makes them comparable to international EPS standards. Had SFAS No. 128 been effective during the three months ended May 31, 1997 and June 1, 1996, (i) "Basic earnings per share" under SFAS No. 128 would have been $.08 and $.10, respectively, and (ii) "Dilutive earnings per share" under SFAS No. 128 would have been $.08 and $.09, respectively. -7- 2. ACCRUED PURCHASE COSTS In conjunction with purchase acquisitions, the Company accrues certain of the direct external costs incurred to consummate the acquisition, external costs associated with closing duplicate facilities of acquired companies, and severance and relocation payments for the acquired company's employees. The following table sets forth activity in the Company's accrued purchase liability accounts for the period ended May 31, 1997:
Disposition Facility Redundant of Assets Total Exit Costs Facilities Severance & Other ------------ ----------- ----------- ---------- -------- (In thousands) Balance, March 1, 1997 $12,888 $1,845 $3,269 $ 6,149 $1,625 Additions/Adjustments 680 327 135 365 (147) Payments (2,994) (753) (401) (1,792) (48) Reversals to goodwill (36) -- (4) (32) -- ------- ------ ------ ------- ------ Balance, May 31, 1997 $10,538 $1,419 $2,999 $ 4,690 $1,430 ======= ====== ====== ======= ======
3. MERGER AND OTHER NONRECURRING CHARGES During the third and fourth quarters of fiscal 1996, the Company recorded an estimated net merger and other nonrecurring charge of $19,840,000 in connection with the Company's acquisition of UT, Nimsa, HMI and Sofco. The following table sets forth the usage of this charge for the three months ended May 31, 1997:
Balance Cash Non-Cash Balance 3/1/97 Payments Usage 5/31/97 ------- -------- ----- -------- Merger transaction costs (1) $ 2,568 $ (523) -- $ 2,045 Severance and terminations (2) 4,573 (1,096) -- 3,477 Facility closure and consolidation (3) 3,473 (193) -- 3,280 ------- ------- ----- -------- Accrued merger and related costs, balance 10,614 (1,812) -- 8,802 Other asset write-downs and costs (4 ) 2,049 -- $(134) 1,915 ------- ------- ----- -------- Total $12,663 $(1,812) $(134) $ 10,717 ======= ======= ===== ========
(1) Remaining merger transaction costs are primarily for the UT acquisition. (2) Severance and employee termination costs are related to the elimination of duplicate management positions and facility closures and consolidations. Approximately 203 of the 485 employees originally estimated to be terminated have been terminated as of May 31, 1997. (3) Of the 115 facilities estimated to be closed or consolidated, 31 have been closed or consolidated as of May 31, 1997. (4) Other asset write-downs and costs are recorded as contra assets and include software, leasehold improvements and equipment being abandoned or written off as a result of the UT acquisition. During the fourth quarter of fiscal 1995, the Company recorded $36,838,000 in merger and other nonrecurring charges. This liability was adjusted by $7,571,000 in the third quarter of fiscal 1996 to reflect the actual merger transaction costs incurred and revised plans primarily as a result of the integration of UT with U.S. Delivery Systems, Inc. ("Delivery"). The following table sets forth the usage of this charge for the three months ended May 31,1997: -8-
Balance Cash Non-Cash Balance 3/1/97 Payments Usage 5/31/97 -------- ------- ------ -------- Merger transaction costs (1) $ 1,514 $ (979) -- $ 535 Severance and terminations (2) 3,092 (303) -- 2,789 Facility closure and consolidation (3) 3,264 (422) -- 2,842 -------- ------- ------ -------- Accrued merger and related costs, balance 7,870 (1,704) 6,166 Other asset write-downs and costs (4 ) 2,103 -- $ (208) 1,895 -------- ------- ------ -------- Total $ 9,973 $(1,704) $ (208) $ 8,061 ======== ======= ====== ========
(1) Remaining merger transactions costs represent the estimated contract buy- outs for certain former Delivery employees and other transaction costs. (2) Approximately 61 of the 482 employees originally estimated to be terminated have been terminated as of May 31, 1997. (3) Of the 70 facilities originally estimated to be closed or consolidated, 34 have been closed or consolidated as of May 31, 1997. (4) Other asset write downs and costs are recorded as contra assets and include software, leasehold improvements and equipment being abandoned or written off as a result of the consolidation projects. 4. PRO FORMA ACQUISITION RESULTS On May 15, 1996, the company acquired all of the outstanding capital stock of ASAP Software Express, Inc. ("ASAP"), a leading distributor of software to large corporations for a purchase price of approximately $98,000,000, subject to certain adjustments. The excess of the purchase price over the fair market value of the net tangible assets acquired was allocated to goodwill and is being amortized over 40 years. The operating results of ASAP are included in the Company's consolidated statement of operations from the effective date of the acquisition. The following pro forma financial information assumes the ASAP acquisition occurred at the beginning of the three month period ended June 1, 1996. These results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisition been made at the beginning of the period or of results which may occur in the future. The pro forma results listed below are unaudited and reflect purchase price adjustments. Three Months Ended June 1, 1996 ----------------------- (In thousands, except per share amounts) Net sales $676,620 Net income 12,751 Net income per share 0.10 5. CONTINGENCIES In the normal course of business, the Company is subject to certain legal proceedings. In the opinion of management, the outcome of such litigation will not have a material adverse effect on the Company's financial position or operating results. The Company has a dispute with certain of the former shareholders of a company acquired by -9- the Company in fiscal 1996. No legal proceedings have been commenced by these shareholders, and the Company cannot determine if any legal action will be initiated, or the results or materiality of any such action. 6. PRO FORMA NET INCOME: The pro forma net income and pro forma net income per share reflects the tax adjustment for a fiscal 1996 acquisition accounted for as a pooling of interests that was previously an S corporation for income tax purposes, as if the acquired company had filed a C corporation tax return for all periods presented. The effect is as follows:
Three Months Ended June 1, 1996 ------------------ Net income before pro forma adjustments, per consolidated statements of operations $12,082 Pro forma provision for income taxes 330 ------- Pro forma net income $11,752 =======
-10- ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net Sales. Consolidated net sales increased 40.3% to $913,342,000 in the three months ended May 31, 1997 from $650,861,000 in the three months ended June 1, 1996. Net sales for the Company's product distribution business increased 44.1% to $700,322,000 in the three months ended May 31, 1997 from $486,056,000 in the three months ended June 1, 1996 while net sales in the service business increased 29.3% to $213,020,000 in the three months ended May 31, 1997 from $164,805,000 in the prior year period. These increases were primarily attributable to 86 acquisitions since June 1, 1996. Also contributing to the sales increase was strong internal growth reflecting increased market penetration in product distribution. International operations accounted for 19.1% of total sales or $174,377,000 in the three months ended May 31, 1997 and 14.5% of total sales or $94,500,000 in the three months ended June 1, 1996. The Company has expanded its international operations since June 1, 1996 to include operations in New Zealand, Germany, France and Italy. Gross Profit. Cost of sales includes merchandise, occupancy and delivery costs. Gross profit as a percentage of sales was 23.5% for the three months ended May 31, 1997 and 25.2% for the three months ended June 1, 1996. The decrease in gross profit is primarily attributable to the addition of a desktop software line of products, which has substantially lower merchandise profit margins, and the delivery operations, which have reduced gross profit margins as a result of increases in driver and vehicle related costs and pricing issues. Also impacting gross profit were higher delivery cost structures associated with recent acquisitions partially offset by increased vendor rebates reflecting the integration of acquisitions to common vendors. Warehouse Operating and Selling Expenses. Warehouse operating and selling expenses as a percentage of sales decreased to 17.4% for the three months ended May 31, 1997 from 18.0% for the three months ended June 1, 1996. The improvement in operating expenses as a percentage of sales primarily reflects the recent consolidation cost savings and elimination of duplicative administrative functions in the delivery segment. Warehouse operating and selling expenses increased to $159,043,000 in the three months ended May 31, 1997 from $117,440,000 in the three months ended June 1, 1996. This increase is primarily attributable to the 40.3% increase in net sales in the comparable three-month period. Corporate General and Administrative Expenses. Corporate general and administrative expenses include central expenses incurred to provide corporate oversight and support for regional operations and goodwill amortization. Corporate general and administrative expenses increased to $29,483,000 in the three months ended May 31, 1997 from $21,238,000 in the three months ended June 1, 1996. This increase reflects the costs associated with developing a larger corporate staff to support the expanded operations, including an expanded information systems staff, and increased goodwill amortization resulting from purchase acquisitions since June 1996. As a percentage of net sales, corporate general and administrative expenses decreased to 3.2% in the three months ended May 31, 1997 from 3.3% in the three months ended June 1, 1996, which reflects the leveraging of these expenses as the Company's sales increase. Operating Profit. Consolidated operating profit was $25,702,000, or 2.8% of net sales, for the three months ended May 31, 1997 compared to consolidated operating profit of $25,651,000, or 3.9% of net sales, for the three months ended June 1, 1996. Operating profit for the product distribution segment increased to $18,533,000, or 2.6% of product distribution net sales, in the three months ended May 31, 1997 from $17,951,000, or 3.7% of product distribution net sales, in the three months ended June 1, 1996. The decrease in operating profit as a percentage of product distribution net sales primarily reflects decreased international operating profits and the large number of -11- acquisitions which have lowered operating margins in the last twelve months. Operating profit for the service segment decreased to $7,169,000, or 3.4% of service net revenues, in the three months ended May 31, 1997 from $7,701,000, or 4.7% of service net revenues, in the three months ended June 1, 1996. The decrease in operating profit for the service segment reflects the weak performance at several delivery locations and expenses related to consolidation projects. Operating profit for international operations decreased to 1.2% of net international sales in the three months ended May 31, 1997 from 2.4% in the three months ended June 1, 1996 primarily reflecting operating losses in Australia and the United Kingdom, due to consolidation efforts, partially offset by increased operating profits in Canada and France. Interest Expense. Net interest expense of $9,915,000 in the three months ended May 31, 1997 increased from $4,704,000 in the three months ended June 1, 1996. The increase in net interest expense reflects increased Company debt including the interest on the $325,000,000 principal amount of 4.5% Convertible Notes due July 1, 2000 which were issued June 24, 1996 (the "Convertible Notes"), and interest expense for borrowings to fund international and domestic expansion. Minority Interest. Minority interest income of $945,000 in the three months ended May 31, 1997 compares to an expense of $230,000 in the three months ended June 1, 1996. The minority interest income reflects the 47.4% and 49% minority interests in the operating losses at Corporate Express Australia ("CEA") and Corporate Express United Kingdom ("CEUK"), respectively. On March 10, 1997, CEA issued an additional 3,750,000 shares to institutional investors which changed the Corporate Express interest in CEA from 54.6% at March 1, 1997 to 52.6% at May 31, 1997. In November 1996, the Company reflected in its consolidated financial statements the acquisition of the remaining 49% interest in CEUK; however, as of May 31, 1997, this transaction had not been completed as consideration for the transaction was not transferred on a timely basis. The 49% minority interest was recorded for the three months ended May 31, 1997. The impact on prior period results was not material. On July 1, 1997, the acquisition of this minority interest was completed. Net Income. Net income of $10,022,000 in the three months ended May 31, 1997 compared to net income of $12,082,000 in the three months ended June 1, 1996. The after-tax profitability was reduced by an increase in the effective tax rate to 42.5% in the three months ended May 31, 1997 from 41.2% in the three months ended June 1, 1996. Other. Goodwill at May 31, 1997 of $676,064,000 increased $4,097,000 from $671,967,000 at March 1, 1997, reflecting net additions from acquisitions of $8,793,000, offset by current year amortization of $4,696,000. Accrued purchase costs at May 31, 1997 of $10,538,000 decreased by $2,350,000 from the March 1, 1997 balance of $12,888,000. This decrease reflects acquisition additions of $680,000, usage of $2,994,000 and reversals of $36,000. The remaining balance primarily represents the current estimate for costs to be incurred in conjunction with current consolidation projects in Canada, the United Kingdom and Germany. (See Note 2 to the Consolidated Financial Statements.) The accrued merger and related costs balance at May 31, 1997 of $14,968,000 decreased by $3,516,000 from the March 1, 1997 balance of $18,484,000, primarily as a result of severance and termination costs related to the Delivery and UT mergers and final payments for Delivery and Richard Young Journal, Inc. ("Young") transaction costs. (See Note 3 to the Consolidated Financial Statements.) -12- LIQUIDITY AND CAPITAL RESOURCES Historically, the Company has financed its operations through internally generated funds and borrowings from commercial banks and has financed its acquisitions through the use of such funds and the issuance of equity and debt securities. On June 24, 1996, the Company issued the Convertible Notes which are convertible into shares of Common Stock of the Company at a conversion price of $33.33 per share, subject to certain conditions. A portion of the proceeds from the sale of the Convertible Notes was used to repay the Company's revolving credit facility (the "Senior Credit Facility") and an acquisition note payable with the remaining proceeds being used to fund acquisitions and for other general corporate purposes. The Company's Senior Credit Facility was amended and restated on November 26, 1996 to increase the borrowing capacity from $90,000,000 to $350,000,000, extend the facility termination date to March 31, 2000, lower the cost of its borrowings to LIBOR plus .50%, release the assets of the Company (the previous facility was secured by substantially all of the assets, including accounts receivable and inventory of the Company and its United States subsidiaries), and to make certain other changes. The Senior Credit Facility was previously amended on May 10, 1996 to increase the Company's borrowing capacity from $90,000,000 to $250,000,000, subject to borrowing base and other restrictions and to lower the cost of its borrowings to LIBOR plus 1.25%. On May 31, 1996, the Company borrowed on the Senior Credit Facility and repaid in full the $33,270,000 outstanding revolving credit facility previously established by Delivery. On June 24, 1996, the outstanding amounts under the Senior Credit Facility were paid in full from funds generated from the issuance of the Convertible Notes. Upon this repayment, the borrowing capacity of the Senior Credit Facility was reduced from the amended capacity of $250,000,000 to $90,000,000, subject to borrowing base and other restrictions. During the first quarter of fiscal 1997, the Company purchased six contract stationers for a net cash purchase price of $7,941,000, and approximately 18,000 shares of common stock. Total liabilities assumed in connection with these acquisitions were $6,455,000. In addition, the Company made payments of approximately $3,354,000 related to acquisitions completed in fiscal 1996. The Company had capital expenditures of $23,869,000 in the first quarter of fiscal 1997 for computer systems and software, warehouse reconfigurations, telecommunications equipment, delivery vehicles, leasehold improvements and investments in facilities. Cash and cash equivalents decreased by $25,751,000 in the first quarter of fiscal 1997. This decrease reflects cash provided by operating activities of $20,197,000, the issuance of common stock for acquisitions of $2,684,000 and the issuance of subsidiary common stock of $2,434,000, offset by cash paid for acquisitions of $11,295,000, net debt repayments of $15,094,000, capital expenditures of $23,869,000 and net other activities of $808,000. The Company believes the borrowing capacity under the credit facility, together with proceeds from future debt and/or equity financings, coupled with the Company's cash on hand, capital resources and cash flows, will be sufficient to fund its ongoing operations, anticipated capital expenditures and acquisition activity for the next twelve months. However, actual capital needs may change, particularly in connection with acquisitions which the Company may make in the future. INFLATION Certain of the Company's product offerings, particularly paper products, have been and are expected to continue to be subject to significant price fluctuations due to inflationary and other market conditions. The Company generally is able to pass such increased costs on to its customers through price increases, although it may not be able to adjust its prices immediately. Significant increases in fuel costs in the future could affect the Company's profitability if these costs cannot be passed on to customers. In general, the Company does not believe that inflation has had a material effect on its results of operations in recent years. However, there can be no assurance that the Company's business will not be affected by inflation in the future. -13- PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not applicable. ITEM 2. CHANGES IN SECURITIES Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits -------- 11.1 Computation of Earnings Per Share 27.1 Financial Data Schedule (b) Reports on Form 8-K ------------------- None. -14- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CORPORATE EXPRESS, INC. By: /s/ Sam R. Leno ----------------------------------------- Sam R. Leno Executive Vice President and Chief Financial Officer (Principal Financial Officer and Date: July 14, 1997 Duly Authorized Officer) EX-11.1 2 COMPUTATIONS OF EARNINGS PER SHARE Exhibit 11.1 Corporate Express, Inc. Statement Regarding Computation of Net Income Per Share (In thousands, except per share amounts) Primary Earnings Per Share Three Months Three Months Ended Ended 31-May-97 1-Jun-96 --------------- --------------- Pro forma net income $ 10,022 $ 11,752 ============== ============== Pro forma net income per share $ 0.08 $ 0.09 ============== ============== Weighted average shares outstanding 126,293 118,321 Common Stock Equivalents: Stock options and warrants 3,953 9,041 Convertible notes - (A) - (A) --------------- --------------- Total weighted average shares outstanding 130,246 127,362 ============== ============== Fully Diluted Earnings Per Share Fully diluted earnings per share differs from primary earnings per share by less than 3%. - --------------------------------------------------------- ------------------- (A) Amounts are excluded from the calculation as they are anti-dilutive. EX-27.1 3 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from Corporate Express Consolidated Financial Statements and is qualified in its entirety by reference to such financial statements. 1,000 3-MOS FEB-28-1998 MAR-02-1997 MAY-31-1997 28,748 0 508,099 14,244 191,939 821,122 391,602 113,490 1,840,090 435,177 617,265 0 0 25 703,091 1,840,090 913,342 913,342 699,114 188,526 0 0 9,915 15,787 6,710 10,022 0 0 0 10,022 .08 .08
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