-----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, Ew6RzbnnNkA2j7FyDI8qghVWegM8dm7FnV76TRQGinicoadjY/HaI2Kj9ygyNrde gFzxQQ46ifk1tm8icc7GXw== 0000927356-98-000727.txt : 19980508 0000927356-98-000727.hdr.sgml : 19980508 ACCESSION NUMBER: 0000927356-98-000727 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980410 ITEM INFORMATION: FILED AS OF DATE: 19980507 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: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24642 FILM NUMBER: 98612896 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 8-K 1 FORM 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 report) April 10, 1998 CORPORATE EXPRESS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Colorado 0-24642 84-0978360 - ----------------------------- ------------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1 Environmental Way Broomfield, CO 80021 ---------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (303) 664-2000 --------------- Item 5 - Other Events - -------------------- The Registrant merged with Data Documents Incorporated ("DDI") effective November 26, 1997 in a transaction which was accounted for as a pooling of interests. During April 1998 the registrant completed a tender offer to repurchase 35,000,000 shares of its common stock. As a result of the stock repurchase, pursuant to Staff Accounting Bulletin No. 96, the accounting for the merger with DDI has been changed from a pooling of interests transaction to reflect the transaction as a purchase. Pro forma financial statements for the eleven months ended January 31, 1998 and the twelve months ended January 31, 1998 reflecting DDI as a purchase transaction are attached. The historical audited financial statements and unaudited interim financial statements for DDI were previously filed with the Registrant's Form S-4 (File No. 333-35559) on September 12, 1997. The Registrant's recently filed annual report on Form 10-K reflects the DDI merger as a purchase transaction. -1-
CORPORATE EXPRESS, INC. AND DATA DOCUMENTS, INC. PRO FORMA COMBINED STATEMENT OF OPERATIONS ELEVEN MONTHS ENDED JANUARY 31, 1998 (Unaudited) (in thousands, except per share data) Corporate Corporate Express Express Data and Eleven Months Documents Data Documents Ended 270 Days Ended Historical January 31, 1998 (1) November 26, 1997 (2) Combined ---------------------- --------------------- ---------------- Net sales $ 3,573,311 $ 196,991 $ 3,770,302 Cost of sales 2,733,308 144,652 2,877,960 ---------------------- --------------------- ---------------- Gross profit 840,003 52,339 892,342 Warehouse operating and selling expenses 605,243 26,724 631,967 Corporate general and admininstrative expenses 105,055 4,847 109,902 Merger and other nonrecurring charges 14,890 - 14,890 ---------------------- --------------------- ---------------- Operating profit 114,815 20,768 135,583 Interest expense, net 38,115 7,021 45,136 Other income 842 - 842 ---------------------- --------------------- ---------------- Income before income taxes 77,542 13,747 91,289 Income tax expense 34,457 5,774 40,231 ---------------------- --------------------- ---------------- Income before minority interest 43,085 7,973 51,058 Minority interest 1,319 - 1,319 ---------------------- --------------------- ---------------- Income from continuing operations $ 44,404 $ 7,973 $ 52,377 ====================== ===================== ================ Weighted average common and common equivalent shares outstanding: Basic 131,423 (9) 10,740 (10) Diluted 137,858 (9) 11,018 (10) Pro forma income from continuing operations per common share Basic $ 0.34 $ .74 Diluted $ 0.32 $ .72 Corporate Express and Data Documents Pro Forma Pro Forma Adjustments Combined ---------------- ---------------- Net sales $ 3,770,302 Cost of sales $ 1,063 (3) 2,879,023 ---------------- ---------------- Gross profit (1,063) 891,279 Warehouse operating and selling expenses 528 (4) 632,495 Corporate general and admininstrative expenses 2,446 (5) 112,348 Merger and other nonrecurring charges (4,490)(6) 10,400 ---------------- ---------------- Operating profit 453 136,036 Interest expense, net (3,671)(7) 41,465 Other income 842 ---------------- ---------------- Income before income taxes 4,124 95,413 Income tax expense 810 (8) 41,041 ---------------- ---------------- Income before minority interest 3,314 54,372 Minority interest 1,319 ---------------- ---------------- Income from continuing operations $ 3,314 $ 55,691 ================ ================ Weighted average common and common equivalent shares outstanding: Basic (2,142)(11) 140,021 Diluted (2,169)(11) 146,707 Pro forma income from continuing operations per common share Basic $ 0.40 Diluted $ 0.38
--------------------------------------------------- (1) Included in the Company's audited results for the eleven months ended January 31, 1998 are the DDI results from November 26, 1997 (the date DDI was acquired by the Company) to January 31, 1998. (2) Reflects the unaudited results of DDI for the period beginning March 1, 1997 and ending immediately prior to the acquisition of DDI by the Company. (3) To conform DDI inventory from a LIFO basis valuation to a FIFO basis valuation ($996,000) and to conform the accounting for spare parts to be consistent with the Company's accounting policies and to record additional depreciation related to the write-up of buildings to fair value. (4) To record additional depreciation related to the write-up of equipment to fair value. (5) To record amortization of goodwill related to the DDI acquisition over a 40 year period. Total goodwill in connection with the DDI acquisition of $130,438,000 includes transaction costs and other direct costs of such acquisition of $1,672,000 and purchase accounting adjustments of $8,659,000, net of related deferred taxes. (6) To adjust for the direct costs of the DDI acquisition. Such costs were paid by DDI subsequent to the acquisition. (7) To adjust for interest expense related to the revaluation of DDI debt to fair value. (8) Tax effects of the pro forma adjustments. (9) Includes the weighted average common shares issued in connection with the DDI acqisition weighted from the acquisition date to January 31, 1998. (10) Reflects stock issued as consideration for DDI at $15.63 per share. (11) To adjust for the DDI weighted average common shares already included in the eleven month share calculation. CORPORATE EXPRESS, INC. AND DATA DOCUMENTS, INC. PRO FORMA COMBINED STATEMENT OF OPERATIONS TWELVE MONTHS ENDED JANUARY 31, 1998 (Unaudited) (in thousands, except per share data)
Corporate Corporate Express Corporate Express Express and ------------------------------------ Data and Data Eleven Months One Month Documents Data Documents Documents Ended Ended 298 Days Ended Historical Pro Forma Pro Forma January 31, 1998 (1) March 1, 1997 November 26, 1997 (2) Combined Adjustments Combined ------------------------------------ --------------------- -------------- ----------- ----------- Net sales $ 3,573,311 $ 284,867 $ 217,857 $ 4,076,035 $ 4,076,035 Cost of sales 2,733,308 212,387 159,839 3,105,534 $ 1,558 (3) 3,107,092 ------------------------------------ --------------------- -------------- ----------- ----------- Gross profit 840,003 72,480 58,018 970,501 (1,558) 968,943 Warehouse operating and selling expenses 605,243 54,203 29,794 689,240 586 (4) 689,826 Corporate general and admininstrative expenses 105,055 7,307 5,501 117,863 2,717 (5) 120,580 Merger and other non- recurring charges 14,890 - - 14,890 (4,490)(6) 10,400 ------------------------------------ --------------------- -------------- ----------- ----------- Operating profit 114,815 10,970 22,723 148,508 (371) 148,137 Interest expense, net 38,115 2,399 7,827 48,341 (4,078)(7) 44,263 Other income 842 92 - 934 934 ------------------------------------ --------------------- -------------- ----------- ----------- Income before income taxes 77,542 8,663 14,896 101,101 3,707 104,808 Income tax expense 34,457 2,921 6,256 43,634 754 (8) 44,388 ------------------------------------ --------------------- -------------- ----------- ----------- Income before minority interest 43,085 5,742 8,640 57,467 2,953 60,420 Minority interest 1,319 546 - 1,865 1,865 ------------------------------------ --------------------- -------------- ----------- ----------- Income from continuing operations $ 44,404 $ 6,288 $ 8,640 $ 59,332 $ 2,953 $ 62,285 ==================================== ===================== ============== =========== =========== Weighted average common and common equivalent shares outstanding: Basic 131,423 (9) (383) 10,740 (10) (2,142)(11) 139,638 Diluted 137,858 (9) (167) 11,018 (10) (2,169)(11) 146,540 Pro forma income from continuing operations per common share Basic $ 0.34 $ 0.80 $ 0.45 Diluted $ 0.32 $ 0.78 $ 0.43 - ---------------------------------------------------
(1) Included in the Company's audited results for the eleven months ended January 31, 1998 are the DDI results from November 26, 1997 (the date DDI was acquired by the Company) to January 31, 1998. (2) Reflects the unaudited results of DDI for the period beginning February 2, 1997 and ending immediately prior to the acquisition of DDI by the Company. (3) To conform DDI inventory from a LIFO basis valuation to a FIFO basis valuation ($1,502,000) and to conform the accounting for spare parts to be consistent with the Company's accounting policies and to record additional depreciation related to the write-up of buildings to fair value. (4) To record additional depreciation related to the write-up of equipment to fair value. (5) To record amortization of goodwill related to the DDI acquisition over a 40 year period. Total goodwill in connection with the DDI acquisition of $130,438,000 includes transaction costs and other direct costs of such acquisition of $1,672,000 and purchase accounting adjustments of $8,659,000, net of related deferred taxes. (6) To adjust for the direct costs of the DDI acquisition. Such costs were paid by DDI subsequent to the acquisition. (7) To adjust for interest expense related to the revaluation of DDI debt to fair value. (8) Tax effects of the pro forma adjustments. (9) Includes the weighted average common shares issued in connection with the DDI acqisition weighted from the acquisition date to January 31, 1998. (10) Reflects stock issued as consideration for DDI at $15.63 per share. (11) To adjust for the DDI weighted average common shares already included in the eleven month share calculation. 4 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 hereunto duly authorized. CORPORATE EXPRESS, INC. (Registrant) Date: May 6, 1998 /s/ Sam R. Leno ----------------------------------- By: Sam R. Leno Title: Chief Financial Officer and Executive Vice President -5- -----END PRIVACY-ENHANCED MESSAGE-----