<PAGE>
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 NOVEMBER 29, 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 January 5, 1998 was 142,533,555.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
CORPORATE EXPRESS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
ASSETS
November 29, March 1,
1997 1997
---------- ----------
(Unaudited)
Current assets:
Cash and cash equivalents $ 33,779 $ 65,650
Trade accounts receivable, net of allowance
of $15,353 and $13,633, respectively 619,268 524,905
Notes and other receivables 71,884 55,965
Inventories 242,414 219,080
Deferred income taxes 30,919 31,155
Other current assets 43,122 29,446
---------- ----------
Total current assets 1,041,386 926,201
Property and equipment:
Land 17,575 19,441
Buildings and leasehold improvements 129,127 127,185
Furniture and equipment 361,795 308,770
---------- ----------
508,497 455,396
Less accumulated depreciation (178,871) (154,337)
---------- ----------
329,626 301,059
Goodwill, net of $53,944 and $39,160 of accumulated
amortization, respectively 708,296 681,804
Other assets, net 71,745 64,194
---------- ----------
Total assets $2,151,053 $1,973,258
========== ==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
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CORPORATE EXPRESS, INC.
CONSOLIDATED BALANCE SHEETS, CONTINUED
(IN THOUSANDS)
LIABILITIES AND SHAREHOLDERS' EQUITY
November 29, March 1,
1997 1997
---------- ----------
(Unaudited)
Current liabilities:
Accounts payable $ 346,729 $ 312,137
Accrued payroll and benefits 58,765 48,984
Accrued purchase costs 9,843 12,888
Accrued merger and related costs 25,435 18,484
Other accrued liabilities 59,724 60,067
Current portion of long-term debt and capital leases 26,583 30,676
---------- ----------
Total current liabilities 527,079 483,236
Capital lease obligations 11,059 11,545
Long-term debt 744,414 685,670
Deferred income taxes 43,165 29,232
Minority interest in subsidiaries 20,955 22,015
Other non-current liabilities 15,423 14,410
---------- ----------
Total liabilities 1,362,095 1,246,108
Contingencies (Note 8)
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, 141,500,194 and 136,911,695 shares
issued and outstanding, respectively 28 27
Common stock, non-voting, $.0002 par value, 3,000,000
shares authorized, none issued or outstanding -- --
Additional paid-in capital 706,353 678,329
Retained earnings 88,878 49,970
Foreign currency translation adjustments (6,301) (1,176)
---------- ----------
Total shareholders' equity 788,958 727,150
---------- ----------
Total liabilities and shareholders' equity $2,151,053 $1,973,258
========== ==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
-3-
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CORPORATE EXPRESS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
---------------------------- -----------------------------
November 29, November 30, November 29, November 30,
1997 1996 1997 1996
------------ ------------ ------------ ------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net sales $1,064,181 $ 949,918 $3,048,125 $2,481,518
Cost of sales 804,624 716,446 2,318,386 1,868,036
------------ ------------ ------------ ------------
Gross profit 259,557 233,472 729,739 613,482
Warehouse operating and selling expenses 171,020 159,130 509,505 425,586
Corporate general and administrative expenses 29,132 26,721 87,912 74,241
Merger and other nonrecurring charges 17,804 12,366 17,684 12,366
------------ ------------ ------------ ------------
Operating profit 41,601 35,255 114,638 101,289
Interest expense, net 12,403 9,910 36,212 25,539
------------ ------------ ------------ ------------
Income before income taxes 29,198 25,345 78,426 75,750
Income tax expense 14,353 14,358 35,077 35,029
------------ ------------ ------------ ------------
Income before minority interest 14,845 10,987 43,349 40,721
Minority interest loss (income) 28 (360) (1,014) (462)
------------ ------------ ------------ ------------
Income before extraordinary item 14,817 11,347 44,363 41,183
Extraordinary item, net of tax (7,108) -- (7,108) (54)
------------ ------------ ------------ ------------
Net income 7,709 11,347 37,255 41,129
============ ============ ============ ============
Pro forma net income $ 7,709 $ 10,974 $ 37,255 $ 40,100
============ ============ ============ ============
Pro forma net income per common share:
Continuing operations $ 0.10 $ 0.08 $ 0.30 $ 0.29
Extraordinary item $ (0.05) -- $ (0.05) --
------------ ------------ ------------ ------------
Net income $ 0.05 $ 0.08 $ 0.25 $ 0.29
============ ============ ============ ============
Weighted average common shares outstanding 150,636 142,235 146,789 140,321
============ ============ ============ ============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
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<PAGE>
CORPORATE EXPRESS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Nine Months Ended
-----------------------------
November 29, November 30,
1997 1996
------------ ------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 37,255 $ 41,129
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 35,029 24,718
Amortization 17,997 13,982
Loss on early extinguishment of debt 7,108 --
(Gain) loss on sale of assets 640 (95)
Non-cash portion of merger and restructuring charge 1,865 2,384
Adjustment to conform fiscal years 1,752 204
Minority interest (1,014) (461)
Other 2,702 (341)
Changes in assets and liabilities, excluding acquisitions:
(Increase) decrease in accounts receivable (96,242) (56,321)
(Increase) decrease in inventory (18,667) (5,234)
(Increase) decrease in other current assets (7,141) (6,940)
(Increase) decrease in other assets 6,150 3,047
Increase (decrease) in accounts payable 32,585 21,704
Increase (decrease) in accrued liabilities 1,687 10,467
---------- ----------
Net cash provided by operating activities 21,706 48,243
---------- ----------
Cash flows from investing activities:
Proceeds from sale of assets 20,232 1,946
Capital expenditures (69,029) (91,314)
Payment for acquisitions, net of cash acquired (37,538) (227,026)
Investment in marketable securities (10,902) (18,273)
Other 2,670 (8,730)
---------- ----------
Net cash used in investing activities (94,567) (343,397)
---------- ----------
Cash flows from financing activities:
Issuance of common stock 7,533 8,977
Issuance of subsidiary common stock 2,434 --
Debt issuance costs (704) (8,428)
Proceeds from long-term borrowings 8,324 344,834
Repayments of long-term borrowings (30,040) (16,298)
Proceeds from short-term borrowings 9,267 1,840
Repayments of short-term borrowings (6,247) (22,537)
Net proceeds from line of credit 113,205 2,879
Cash paid to retire bonds (62,379) --
Other 34 (4,666)
---------- ----------
Net cash provided by financing activities 41,427 306,601
Net cash used in discontinued operations (10) (177)
Effect of foreign currency exchange rate changes on cash (427) 232
---------- ----------
(Decrease) increase in cash and cash equivalents (31,871) 11,502
Cash and cash equivalents, beginning of period 65,650 31,837
---------- ----------
Cash and cash equivalents, end of period $ 33,779 $ 43,339
========== ==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
-5-
<PAGE>
CORPORATE EXPRESS, INC.
NOTES TO CONSOLIDATED STATEMENTS
Supplemental schedule of noncash investing and financing activities:
Capital lease obligations in the amount of $3,504,000 and $5,853,000 were
incurred during the nine months ended November 29, 1997 and November 30, 1996,
respectively, for equipment and vehicles.
During the nine months ended November 29, 1997, the Company invested
$30,391,000 in net cash and 3,147,614 shares of common stock in its acquisition
program. During the nine months ended November 30, 1996, the Company invested
$219,917,000 in net cash and approximately 2,421,000 shares of common stock for
acquisitions. In conjunction with these acquisitions, liabilities were assumed
as follows:
Nine Months Ended
------------------
November 29, November 30,
1997 1996
---- ----
(In thousands)
(Unaudited)
Fair value of assets and goodwill acquired $ 79,801 $ 541,469
Cash paid, net of cash acquired (30,391) (219,917)
Issuance of notes payable -- (4,325)
Issuance of stock (8,441) (75,620)
Purchase price payable, included
in current liabilities (1,689) (4,724)
-------- ---------
Liabilities assumed $ 39,280 $ 236,883
======== =========
In addition to the amounts set forth above, during the nine months ended
November 29, 1997, the Company paid $7,147,000 and issued approximately 61,932
shares of common stock for prior period acquisitions and acquired the remaining
49% interest in Corporate Express United Kingdom for shares of common stock of
the Company. During the nine months ended November 30, 1996, the Company paid
$4,820,000 for prior period acquisitions, $2,289,000 to dissenting shareholders
of a pooled company, purchased a warehouse facility for 135,000 shares of common
stock and issued 71,471 shares of common stock to retire convertible debt of
$1,449,400 previously issued by one of the Company's acquired subsidiaries.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
-6-
<PAGE>
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.
. IDD Acquisition Corp., a wholly-owned subsidiary of the Company, was merged
with and into Data Documents Incorporated ("DDI") on November 26, 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/A 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.
The Company capitalizes certain salaries and wages and payments to outside
firms for direct services related to the development and implementation of its
software. All software is amortized over its economic useful life of three to
seven years using the straight-line method.
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 earnings per share standards. Had SFAS No. 128
been effective during the nine months ended November 29, 1997 and November 30,
1996, (i) "Basic earnings per share" under SFAS No. 128 would have been $.27 and
$.31, respectively, and (ii) "Dilutive earnings per share" under SFAS No. 128
would have been $.25 and $.29, respectively. Had SFAS No. 128 been effective
during the three months ended November 29, 1997 and November 30, 1996, (i)
"Basic earnings per share" under SFAS No. 128 would have been $.05. and $.08,
respectively, and (ii) "Dilutive earnings per share" under SFAS No. 128 would
have been $.05 and $.08, respectively.
-7-
<PAGE>
CORPORATE EXPRESS, INC.
NOTES TO CONSOLIDATED STATEMENTS
2. POOLING OF INTERESTS TRANSACTION
Effective November 26, 1997, the Company issued approximately 10,740,000
shares of common stock in exchange for all of the outstanding stock of DDI, a
provider of forms management services and systems, custom business forms and
pressure-sensitive labels for large corporate customers.
Net sales and net income for DDI for the nine months ended November 29,
1997 were $196,991,000 and $8,133,000, respectively, and for the nine months
ended September 30, 1996 were $186,085,000 and $7,630,000 respectively. Net
income excludes merger charges, extraordinary loss and conforming accounting
adjustments.
The consolidated statement of operations for the nine months ended November
29, 1997 include the income and expenses of Corporate Express and DDI for the
nine months ended November 29, 1997. The consolidated statement of operations
for the nine months ended November 30, 1996 include the income and expenses of
Corporate Express for the nine months ended November 30, 1996 and the income and
expenses of DDI for the nine months ended September 30, 1996. An adjustment has
been made in fiscal 1997 to credit retained earnings directly for DDI's January
and February 1997 net income of $1,752,000. DDI sales for January and February
1997 were $42,137,000.
In addition to the DDI acquisition, the Company completed six other
acquisitions in fiscal 1997, which were accounted for as immaterial poolings of
interests for approximately 2,256,000 shares of common stock. The financial
statements for these immaterial acquisitions for periods prior to the
acquisition have not been restated.
3. ACCRUED PURCHASE COSTS
In conjunction with purchase acquisitions, the Company accrues certain of
the direct costs associated with closing redundant 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
costs liability account for the nine months ended November 29, 1997:
<TABLE>
<CAPTION>
Disposition
Facility Redundant of Assets
Total Exit Costs Facilities Severance & Other
----- ---------- ---------- ----------- -------
(In thousands)
<S> <C> <C> <C> <C> <C>
Balance, March 1, 1997 $12,888 $ 1,845 $ 3,269 $ 6,149 $ 1,625
Additions/Adjustments 4,493 724 864 2,894 11
Payments (7,275) (1,525) (1,065) (4,420) (265)
Reversals to goodwill (263) -- (72) (166) (25)
------ ------ ------ ------ ------
Balance, November 29, 1997 $ 9,843 $ 1,044 $ 2,996 $ 4,457 $ 1,346
====== ====== ====== ====== ======
</TABLE>
4. MERGER AND OTHER NONRECURRING CHARGES
During the third quarter of fiscal 1997, the Company recorded a net merger
and other nonrecurring charge of $17,804,000. This net charge is comprised of
$20,868,000 in merger and other nonrecurring charges in connection with the
Company's acquisition and integration of DDI, the continued integration of
delivery and certain provisions for reductions in force and facility closures at
other locations, offset by $3,064,000 in revisions to the merger and other
nonrecurring charges established in previous periods to reflect the final
transaction and exit costs incurred. These revisions reflect the finalization
of contract buyouts and delays in closing certain facilities and disposition of
related assets. The current quarter charge includes the closure of 42
facilities and the reduction of approximately 720 employees.
-8-
<PAGE>
CORPORATE EXPRESS, INC.
NOTES TO CONSOLIDATED STATEMENTS
During the second quarter of fiscal 1997, the Company incurred $754,000 of
merger transaction costs related to second quarter acquisitions accounted for as
immaterial poolings of interests. Additionally, the Company reduced previous
charges by $874,000 to reflect actual exit costs to be incurred.
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.
During the fourth quarter of fiscal 1995, the Company recorded a merger and
other nonrecurring charge primarily in conjunction with the U.S. Delivery
Systems, Inc. ("Delivery") and Richard Young Journal, Inc. acquisitions. This
liability was adjusted in fiscal 1996 to reflect the actual merger transaction
costs incurred and revised plans primarily as a result of the integration of UT
with Delivery. The Company expected to complete this plan within two years;
however, due to the acquisition of UT in the third quarter of fiscal 1996, the
revised exit plan is expected to be completed by the end of the first quarter of
fiscal 1998. The following table summarizes the merger and other non-recurring
charges and sets forth their usage for the nine months ended November 29, 1997:
<TABLE>
<CAPTION>
Balance FY 97 Cash Non-Cash Balance
3/1/97 Net Charge Payments Usage 11/29/97
------- ---------- -------- --------- ---------
(In thousands)
<S> <C> <C> <C> <C> <C>
Merger transaction costs (1) $ 4,082 $ 6,526 $(3,597) $ 7,011
Severance and terminations (2) 7,665 8,345 (3,732) 12,278
Facility closure and consolidation (3) 6,737 948 (1,539) 6,146
------- -------- ------- --------
Accrued merger and related costs, balance 18,484 15,819 (8,868) 25,435
Other asset write-downs and costs (4) 4,152 1,865 -- $(1,955) 4,062
------- -------- ------- ------- --------
Total $22,636 $17,684 $(8,868) $(1,955) $ 29,497
======= ======= ======= ======= ========
</TABLE>
(1) Merger transaction costs are the direct costs from the pooling transactions
and include legal, accounting, investment banking, printing, contract buy-
outs and other related costs. Remaining merger transactions costs for the
fiscal 1996 charge are primarily for the UT acquisition and include
contract buy-outs for certain employees which are expected to be resolved
by the end of fiscal 1997 and total $734,000. The remaining merger
transaction costs for the 1997 charge total $6,277,000 and are expected to
be utilized by the first quarter of fiscal 1998.
(2) Severance and employee termination costs are related to the elimination of
duplicate management positions, facility closures and consolidations, and
centralization of certain shared services. Of the 1,717 employees currently
planned to be terminated, 392 have been terminated as of November 29, 1997.
The Company expects to complete the facility closures and related
terminations for the fiscal 1995 charge, which totals $1,839,000, by the
end of the first quarter in fiscal 1998 and the fiscal 1996 charge, which
totals $2,879,000, by the end of fiscal 1998. The centralization of certain
shared services began in the second quarter of fiscal 1997 and will
continue through fiscal 1998. The Company expects to complete the facility
closures and related terminations for the fiscal year 1997 charge, which
totals $7,560,000, by the end of fiscal 1998.
(3) Facility closure and consolidation costs are the estimated costs to close
redundant facilities, lease costs and other costs associated with closed
facilities. One hundred thirty four of the 223 facilities currently planned
to be closed or consolidated have been closed or consolidated. The
remaining facilities in the fiscal 1995 charge are expected to be closed by
the end of the first quarter in fiscal 1998, the remaining facilities in
the fiscal 1996 charge are expected to be closed by the end of fiscal 1998,
and the facilities identified in the 1997 charge are expected to be closed
by the end of fiscal 1998.
(4) Other asset write-downs and costs are recorded as contra assets, and
include the loss on sale of assets and leasehold improvements and equipment
being abandoned or written off as a result of the exit plans. The
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<PAGE>
remaining balance primarily represents assets that will be disposed of in
conjunction with facility closures, which are expected to be completed by
the end of fiscal 1998.
5. 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. In
addition, the Company purchased all of the outstanding capital stock of
Boulevard Produits De Bureau, Inc. ("Boulevard"), a seller of office supplies,
furniture and equipment, for a net cash purchase price of $16,102,000. The
Company also repaid $9,498,000 of Boulevard promissory notes with cash of
$731,900 and 356,832 shares of the Company's common stock. The excess of the
purchase price over the fair market value of the net tangible assets acquired in
both acquisitions was allocated to goodwill and is being amortized over 40
years.
The operating results of ASAP and Boulevard are included in the Company's
consolidated statement of operations from the effective date of each
acquisition. The following pro forma financial information assumes the ASAP and
Boulevard acquisitions occurred at the beginning of the nine-month period ended
November 30, 1996. These results have been prepared for comparative purposes
only and do not purport to be indicative of what would have occurred had the
transaction occurred 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.
Nine months Ended
November 30, 1996
-----------------
(In thousands, except per share amounts)
Net sales $2,532,520
Net income 41,428
Net income per share 0.32
6. PRO FORMA NET INCOME:
The pro forma net income and pro forma net income per share reflect 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:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
November 30, 1996 November 30, 1996
------------------ ------------------
<S> <C> <C>
Net income before pro forma adjustments, per
consolidated statements of operations $11,347 $41,129
Pro forma provision for income taxes 373 1,029
------ ------
Pro forma net income $10,974 $40,100
====== ======
</TABLE>
7. EXTRAORDINARY ITEM
The Company repurchased approximately $54,068,000 of the $60,500,000 of DDI
13.5% notes at a premium. The loss on the repurchase of $11,846,000 net of an
estimated tax benefit of $4,738,000 is reflected as an extraordinary item.
-10-
<PAGE>
CORPORATE EXPRESS, INC.
NOTES TO CONSOLIDATED STATEMENTS
8. 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.
-11-
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net Sales. Consolidated net sales increased 12.0% to $1,064,181,000 in the
three months ended November 29, 1997 from $949,918,000 in the same period last
year and 22.8% to $3,048,125,000 from $2,481,518,000 for the respective nine-
month periods. Net sales for the Company's product distribution business
increased 15.2% to $859,404,000 in the three months ended November 29, 1997 from
$745,798,000 in the same period last year, while net sales in the service
business were $204,777,000, approximately even with the $204,120,000 reported in
the same period last year. Net sales for the Company's product distribution
business increased 25.4% to $2,422,862,000 in the nine months ended November 29,
1997 from $1,931,997,000 in the same period last year, while net sales in the
service business increased 13.8% to $625,263,000 from $549,521,000 for the
respective nine-month periods. These increases were primarily attributable to
internal growth reflecting increased market penetration in domestic product
distribution and acquisitions completed since November 30, 1996. This
growth was partially offset by the discontinuance of some non-strategic
distribution channels, the elimination of low margin customers, and the effect
of consolidating or closing facilities.
International operations accounted for 18.0% of consolidated net sales, or
$191,676,000, in the three months ended November 29, 1997 and 18.1% of
consolidated net sales, or $172,236,000, in the same period last year and 17.5%
of consolidated net sales, or $532,406,000, for the nine months ended November
29, 1997 compared to 15.7% of consolidated net sales, or $390,632,000, for the
same period last year. The Company has expanded its international operations
since November 30, 1996 by expanding into Italy and Ireland.
Gross Profit. Cost of sales includes merchandise, occupancy and delivery
costs. Gross profit as a percentage of sales was 24.4% for the three months
ended November 29, 1997 and 24.6% for the same period last year compared to
23.9% and 24.7% for the respective nine-month periods. The decrease in the
gross profit percentage is primarily attributable to the service business, which
has experienced reduced gross profit margins as a result of consolidation costs,
increases in driver and vehicle related costs, and pricing. Also affecting
gross profit were lower international gross margins primarily as a result of
increased competitive pressures, offset by increased vendor rebates reflecting
improved programs due to the integration of acquisitions to common vendors.
Warehouse Operating and Selling Expenses. Warehouse operating and selling
expenses as a percentage of sales decreased to 16.1% for the three months ended
November 29, 1997 from 16.8% for the same period last year and to 16.7% from
17.2% for the respective nine-month periods. 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
service and international segments. Warehouse operating and selling expenses
increased to $171,020,000 in the three months ended November 29, 1997 from
$159,130,000 in the same period last year and to $509,505,000 from $425,586,000
for the respective nine-month periods. This dollar increase is primarily
attributable to the net sales increase in the periods.
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 decreased to 2.7% of sales in the
three months ended November 29, 1997 from 2.8% in the same period last year, and
to 2.9% from 3.0% for the respective nine-month periods. These decreases
reflect the leveraging of these expenses as the Company's sales increase.
Corporate general and administrative expenses increased to $29,132,000 in the
three months ended November 29, 1997 from $26,721,000 in the same period last
year and to $87,912,000 from $74,241,000 for the respective nine-month periods.
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 amortization of goodwill resulting from purchase
acquisitions since November 1996.
Merger and Other Nonrecurring Charges. For the three-month period ended
November 29, 1997, the Company recorded a net $17,804,000 in merger and other
nonrecurring charges compared to a net charge of $12,366,000 for the same three-
month period ended November 30, 1996. The charges in the three-month period
-12-
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONT')
ended November 29, 1997 reflect the merger transaction costs associated with the
acquisition of DDI, the integration of DDI with the Company, the continued
integration of the service business and certain provisions for reductions in the
work force and facility closures at other locations.
Operating Profit. Consolidated operating profit, before merger related and
other nonrecurring charges, was $59,405,000, or 5.6% of net sales, for the three
months ended November 29, 1997 compared to consolidated operating profit of
$47,621,000, or 5.0% of net sales, for the same period last year. Consolidated
operating profit, before merger related and other nonrecurring charges, was
$132,323,000, or 4.3% of net sales, for the nine months ended November 29, 1997
compared to consolidated operating profit of $113,655,000, or 4.6% of net sales,
for the same period last year. Consolidated operating profit, including the
merger related and other nonrecurring charges of $41,601,000 for the three
months ended November 29, 1997 increased 18.0% compared to operating profit of
$35,255,000 for the three months ended November 30, 1996, and 13.2% for the
respective nine-month periods to $114,638,000 from $101,289,000. Consolidated
operating profit, including the merger related and other nonrecurring charges,
as a percentage of net sales increased to 3.9% for the three months ended
November 29, 1997 from 3.7% for the three months ended November 30, 1996, and
decreased to 3.8% from 4.1% for the respective nine-month periods. Operating
profit, before merger related and other nonrecurring charges, for the product
distribution segment increased as a percentage of sales to $53,535,000, or 6.2%
of product distribution net sales, in the three months ended November 29, 1997
from $36,559,000, or 4.9% of product distribution net sales, in the same period
last year, and to $113,254,000, or 4.7% of product distribution net sales, from
$86,756,000, or 4.5% of product distribution net sales, for the corresponding
nine-month periods. The increase in operating profit as a percentage of product
distribution net sales primarily reflects successful consolidations of
operations which decreased expenses and improved focus on vendor support.
Operating profit, before merger related and other nonrecurring charges, for the
service segment decreased to $5,870,000, or 2.9% of service net revenues, in the
three months ended November 29, 1997 from $11,062,000, or 5.4% of service net
sales, in the same period last year, and decreased to $19,069,000 or 3.0% of
service net sales, from $26,899,000, or 4.9% of service net sales, for the
corresponding nine-month periods. The decrease in operating profit for the
service segment reflects restructuring efforts and weak performance at several
delivery locations, partially offset by some cost savings from consolidation
efforts and the elimination of duplicative personnel.
Operating profit, before merger related and other nonrecurring charges, for
international operations increased to 3.5% of net international sales in the
three months ended November 29, 1997 from 1.8% in the same period last year, and
to 2.0% from 1.3% in the respective nine-month periods, reflecting operating
profits in all countries other than the United Kingdom, which had a small
operating loss. Recent consolidations in the United Kingdom have negatively
impacted operating profits.
Interest Expense. Net interest expense of $12,403,000 in the three months
ended November 29, 1997 increased from $9,910,000 in the same period last year
primarily due to increased debt for acquisitions and capital expenditures. For
the nine-month period, net interest expense of $36,212,000 increased from
$25,539,000 in the same period last year due to the Company's $325,000,000
principal amount of 4.5% convertible notes which were issued on June 24, 1996
(the "Convertible Notes").
Minority Interest. Minority interest loss of $28,000 in the three months
ended November 29, 1997 compares to minority interest income of $360,000 in the
same period last year, and to income of $1,014,000 from $462,000 for the
respective nine-month periods. The minority interest loss for the three months
ended November 29, 1997 reflects the 47.6% minority interest in the operating
profits at Corporate Express Australia ("CEA"). The minority interest income for
the nine months ended November 29, 1997 reflects the minority interest in CEA
and the 49% minority interest in the operating losses at Corporate Express
United Kingdom ("CEUK") through June 30, 1997. On July 1, 1997, the Company
acquired the remaining 49% interest in CEUK.
Extraordinary Item. In connection with the DDI merger, the Company
repurchased approximately $54,068,000 of the $60,500,000 of DDI's
13.5% notes at a premium. The $7,108,000 after tax loss on this transaction
includes an estimated tax benefit of $4,738,000 and a pre-tax loss on the
repurchase of $11,846,000.
-13-
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONT')
Net Income. Net income, before merger and other nonrecurring charges and
extraordinary item, increased $5,813,000, or 26.3% to $27,888,000 from
$22,075,000 for the three-month periods ended November 29, 1997 and November 30,
1996, respectively, and increased $5,537,000, or 10.7%, to $57,448,000 from
$51,911,000 for the respective nine-month periods. Including the merger and
other nonrecurring charges and extraordinary item, net income was $7,709,000 and
$11,347,000 for the three-month periods ended November 29, 1997 and November 30,
1996, respectively, and was $37,255,000 and $41,129,000 for the respective nine-
month periods. Net income reflects a decrease in the effective tax rate to
49.2% for the three months ended November 29, 1997 from 56.7% for the three
months ended November 30, 1996 and to 44.7% for the nine months ended November
29, 1997 from 46.2% for the nine months ended November 30, 1996.
Other. Goodwill at November 29, 1997 of $708,296,000 increased from
$681,804,000 at March 1, 1997, reflecting net additions from acquisitions offset
by current year amortization.
Accrued purchase costs at November 29, 1997 of $9,843,000 decreased by
$3,045,000 from the March 1, 1997 balance of $12,888,000. This decrease
reflects acquisition additions of $4,493,000, usage of $7,275,000 and reversals
to goodwill of $263,000. The remaining balance primarily represents the current
estimate for costs to be incurred in conjunction with planned consolidation
projects in Canada, the United Kingdom, Italy, Germany, and certain domestic
locations. (See Note 3 to the Consolidated Financial Statements.)
The accrued merger and related costs balance at November 29, 1997 of
$25,435,000 increased by $6,951,000 from the March 1, 1997 balance of
$18,484,000, reflecting the fiscal 1997 net merger charge of $15,819,000 and
usage of $8,868,000. (See Note 3 to the Consolidated Financial Statements.)
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.
Effective December 15, 1997 the Senior Credit Facility, which was
previously expanded on September 10, 1997 to increase the borrowing capacity
from $350,000,000 to $500,000,000 and increase the cost of borrowings to LIBOR
plus .75%, was amended to permit the Company's subsidiaries to guarantee up to
$500,000,000 of additional debt and permit the repayment of the Company's 9 1/8%
Senior Subordinated Notes due 2004. The Senior Credit Facility was previously
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, 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.
Recently, subsequent to the end of the third quarter, the Company entered
into a hedging transaction with First Chicago Corporation with respect to
$300,000,000 of treasury notes in anticipation of a potential private debt
financing.
During the nine months ended November 29, 1997, the Company invested
$30,391,000 net cash and approximately 3,147,614 shares of common stock in its
acquisition program. Total liabilities assumed in
-14-
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONT')
connection with these acquisitions were $39,280,000. In addition, the Company
made payments of approximately $7,147,000 and issued approximately 61,932 shares
of common stock related to acquisitions completed in prior fiscal years.
During the nine months ended November 29, 1997, the Company had capital
expenditures of $69,029,000 for computer systems and software, warehouse
reconfigurations, telecommunications equipment, delivery vehicles, leasehold
improvements and investments in facilities. The Company continues to invest in
the development of its proprietary computer software and the upgrade of its
computer systems.
Significant uses of cash in the nine months ended November 29, 1997 were as
follows: capital expenditures of $69,029,000, cash paid for acquisitions of
$37,538,000, and net debt repayments of $36,287,000, retirement of DDI bonds of
$62,379,000, partially offset by cash provided by net borrowings on lines of
credit of $113,205,000, operating activities of $21,706,000, proceeds from the
sale of assets of $20,232,000, issuance of common stock of $7,533,000, issuance
of subsidiary common stock of $2,434,000, and net other activities of
$8,252,000.
The Company believes that the borrowing capacity under the Senior Credit
Facility, together with proceeds from future debt and equity financings, in
addition to the Company's cash on hand, capital resources and cash flows, will
be sufficient to fund the Company's 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 complete 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.
-15-
<PAGE>
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
Not applicable.
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
Form 8-K filed on September 17, 1997
Form 8-K filed on November 14, 1997
-16-
<PAGE>
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: January 13, 1998 Duly Authorized Officer)
-17-
<PAGE>
EXHIBIT 11.1
CORPORATE EXPRESS, INC.
STATEMENT REGARDING COMPUTATION OF NET INCOME PER SHARE
PRIMARY EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
--------------------------- ---------------------------
November 29, November 30, November 29, November 30,
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Pro forma net income $ 7,709 $ 10,974 $ 37,255 $ 40,100
======== ======== ======== ========
Pro forma net income per share $ 0.05 $ 0.08 $ 0.25 $ 0.29
======== ======== ======== ========
Weighted average shares outstanding 140,943 133,683 139,705 130,944
Common Stock Equivalents:
Stock options and warrants 9,693 8,552 7,084 9,377
-------- -------- -------- --------
Total weighted average shares outstanding 150,636 142,235 146,789 140,321
======== ======== ======== ========
</TABLE>
FULLY DILUTED EARNINGS PER SHARE
Fully diluted earnings per share differs from primary earnings per share by less
than 3%.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-START> MAR-02-1997
<PERIOD-END> NOV-29-1997
<CASH> 33,779
<SECURITIES> 0
<RECEIVABLES> 634,621
<ALLOWANCES> 15,353
<INVENTORY> 242,414
<CURRENT-ASSETS> 1,041,386
<PP&E> 508,497
<DEPRECIATION> 178,871
<TOTAL-ASSETS> 2,151,053
<CURRENT-LIABILITIES> 527,079
<BONDS> 744,414
0
0
<COMMON> 28
<OTHER-SE> 788,930
<TOTAL-LIABILITY-AND-EQUITY> 2,151,053
<SALES> 3,048,125
<TOTAL-REVENUES> 3,048,125
<CGS> 2,318,386
<TOTAL-COSTS> 615,101
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 36,212
<INCOME-PRETAX> 78,426
<INCOME-TAX> 35,077
<INCOME-CONTINUING> 44,363
<DISCONTINUED> 0
<EXTRAORDINARY> 7,108
<CHANGES> 0
<NET-INCOME> 37,255
<EPS-PRIMARY> .25
<EPS-DILUTED> .25
</TABLE>
