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<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(Mark One)
[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 26, 1994
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 number 1-10948
OFFICE DEPOT, INC.
- ----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 59-2663954
- ----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2200 Old Germantown Road, Delray Beach, Florida 33445
- ----------------------------------------------------------------------------
(Address of principal executive offices) Zip Code)
(407) 278-4800
- ----------------------------------------------------------------------------
(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 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 requirement for the past 90 days.
Yes X No
------ ------
The registrant had 96,375,636 shares of common stock outstanding as of May 4,
1994.
1
<PAGE> 2
OFFICE DEPOT, INC.
INDEX
Page
Part I. FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Statements of Earnings
for the 13 Weeks Ended March 26, 1994
and March 27, 1993 3
Consolidated Balance Sheets as of
March 26, 1994 and December 25, 1993 4
Consolidated Statements of Cash Flows
for the 13 Weeks Ended March 26, 1994
and March 27, 1993 5
Notes to Consolidated Financial Statements 6
SIGNATURE 7
2
<PAGE> 3
OFFICE DEPOT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
13 Weeks 13 Weeks
Ended Ended
March 26, March 27,
1994 1993
--------- ---------
<S> <C> <C>
Sales $ 994,845 $ 582,115
Cost of goods sold and occupancy costs 762,725 448,483
--------- ---------
Gross profit 232,120 133,632
Store and warehouse operating
and selling expenses 159,261 92,544
Pre-opening expenses 1,259 1,605
General and administrative expenses 27,611 15,610
Amortization of goodwill 1,269 15
--------- ---------
189,400 109,774
--------- ---------
Operating profit 42,720 23,858
Interest expense (income), net 3,242 681
--------- ---------
Earnings before income taxes 39,478 23,177
Income taxes 16,556 9,039
--------- ---------
Net earnings $ 22,922 $ 14,138
========= =========
Earnings per common and
common equivalent share $ 0.23 $ 0.15
========= =========
Average common and common
equivalent shares 99,343 92,831
========= =========
</TABLE>
3
<PAGE> 4
OFFICE DEPOT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
March 26, December 25,
1994 1993
---------- ------------
(Unaudited)
ASSETS
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 98,875 $ 138,498
Receivables, net of allowances 174,732 165,182
Merchandise inventories 705,400 643,773
Deferred income taxes 26,185 25,931
Prepaid expenses and refundable income taxes 6,534 4,778
---------- ----------
Total current assets 1,011,726 978,162
Property and Equipment 384,645 339,825
Less accumulated depreciation and amortization 89,893 77,681
---------- ----------
294,752 262,144
Goodwill, net of amortization 199,155 200,462
Other Assets 24,604 23,131
---------- ----------
$1,530,237 $1,463,899
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 414,596 $ 393,185
Accrued expenses 120,098 128,129
Income Taxes 20,728 12,786
Current maturities of long-term debt 2,922 3,105
---------- ----------
Total current liabilities 558,344 537,205
Long-Term Debt, less current maturities 15,566 16,229
Deferred Taxes and Other Credits 6,114 5,478
Zero Coupon, Convertible, Subordinated Notes 354,177 350,298
Common Stockholders' Equity
Common stock - authorized 200,000,000 shares of
$.01 par value; issued 97,558,621 in 1994 and
95,609,233 in 1993 976 956
Additional paid-in capital 433,142 427,326
Foreign currency translation adjustment 557 383
Retained earnings 163,111 127,774
Less: 1,442,298 shares of treasury stock (1,750) (1,750)
---------- ----------
596,036 554,689
---------- ----------
$1,530,237 $1,463,899
========== ==========
</TABLE>
4
<PAGE> 5
OFFICE DEPOT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
13 Weeks Ended 13 Weeks Ended
March 26, March 27,
1994 1993
-------------- --------------
<S> <C> <C>
Cash flows from operating activities
Cash received from customers $ 996,188 $ 589,420
Cash paid for inventory (797,149) (397,234)
Cash paid for store and warehouse operating,
selling and general administrative expenses (189,818) (122,680)
Interest received 1,261 1,427
Interest paid (624) (224)
Taxes paid (10,902) (122)
----------- -----------
Net cash provided (used) by operating
activities (1,044) 70,587
----------- -----------
Cash flows from investing activities
Capital expenditures-net (41,619) (17,290)
Cash acquired 1,721 -
----------- -----------
Net cash used in investing activities (39,898) (17,290)
---------- ----------
Cash flows from financing activities
Proceeds from exercise of stock options 3,665 2,423
Foreign currency translation adjustment 174 (48)
Proceeds from long- and short-term borrowing 56 -
Payments on long- and short-term debt (2,576) (606)
----------- -----------
Net cash provided by financing activities 1,319 1,769
----------- -----------
Net increase (decrease) in cash and cash
equivalents (39,623) 55,066
Cash and equivalents at beginning of period 138,498 130,192
----------- -----------
Cash and equivalents at end of period $ 98,875 $ 185,258
=========== ===========
Reconciliation of net earnings to net cash
provided (used) by operating activities
Net earnings $ 22,922 $ 14,138
Adjustments to reconcile net earnings
to net cash provided (used) by operating activities
Depreciation and amortization 10,829 6,024
Changes in assets and liabilities
Decrease in accounts receivable 2,276 20,906
Decrease (increase) in inventory (55,614) 54,645
Decrease (increase) in prepaid expenses and
other assets (1,423) 3,362
Increase (decrease) in accounts payable
and other liabilities 19,966 (28,488)
----------- -----------
Total adjustments (23,966) 56,449
----------- -----------
Net cash provided (used) by operating activities $ (1,044) $ 70,587
=========== ===========
</TABLE>
5
<PAGE> 6
OFFICE DEPOT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The interim financial statements as of March 26, 1994 and for the 13
week periods ended March 26, 1994 and March 27, 1993 are unaudited;
however, such interim statements reflect all adjustments (consisting
only of normal recurring accruals) necessary for a fair presentation
of the financial position and the results of operations for the
interim periods presented. The results of operations for the interim
periods presented are not necessarily indicative of the results to be
expected for the full year. The interim financial statements should
be read in conjunction with the audited financial statements for the
year ended December 25, 1993.
2. Average common and common equivalent shares utilized in computing
first quarter earnings per share include approximately 3,423,000 and
3,191,000 shares in 1994 and 1993, respectively, as a result of
applying the treasury stock method to outstanding stock options.
3. In February 1994, the Company completed the acquisitions of
L. E. Muran Co., Inc. ("Muran"), a Boston-based contract stationer,
and Yorkship Press, Inc. ("Yorkship"), a contract stationer servicing
Philadelphia and southern New Jersey. The Company issued 1,557,164
shares of common stock in connection with these acquisitions.
These acquisitions were accounted for on a "pooling of interests"
basis. Results of operations for the 13 weeks ended March
26, 1994 include the results of operations of Muran and Yorkship
since December 26, 1993. Results of operations and financial position
as of and prior to December 25, 1993 have not been adjusted due to
immateriality. An adjustment to increase retained earnings as of
December 26, 1993 in the amount of $12,414,000 has been made.
4. The Consolidated Statements of Cash Flows for the 13 weeks ended March
26, 1994 and March 27, 1993 do not include noncash financing
transactions of $2,096,000 and $2,119,000, respectively, relating to
additional paid-in-capital associated with tax benefits of stock
options exercised. In addition, the Consolidated Statements of Cash
Flows for the 13 weeks ended March 26, 1994 and March 27, 1993 do not
include noncash financing transactions of $3,879,000 and $1,884,000,
respectively, associated with accreted interest on convertible,
subordinated notes.
6
<PAGE> 7
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.
OFFICE DEPOT, INC.
(Registrant)
Date: May 10, 1993 By: /s/Barry J. Goldstein
----------------------------
Barry J. Goldstein
Executive Vice President-Finance
and Chief Financial Officer
7
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