<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 21, 2000
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 1-13380
--------
OFFICEMAX, INC.
---------------
(Exact name of registrant as specified in its charter)
OHIO 34-1573735
---- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3605 WARRENSVILLE CENTER ROAD, SHAKER HEIGHTS, OHIO 44122
---------------------------------------------------------
(Address of principal executive offices)
(zip code)
(216) 921-6900
--------------
(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 requirements for the past 90 days. Yes X No .
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.
Shares outstanding as of
Title of each class November 27, 2000
------------------- -----------------
Common Shares, without par value 113,016,517
<PAGE> 2
OFFICEMAX, INC.
INDEX
Part I - Financial Information Page
------------------------------
Item 1. Financial Statements 3-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12-18
Item 3. Quantitative and Qualitative Disclosures About
Market Risks 19
Part II - Other Information
---------------------------
Item 6. Exhibits and Reports on Form 8-K 20
Signatures 21
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
----------------------------
OFFICEMAX, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
OCTOBER 21, JANUARY 22,
2000 2000
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and equivalents $ 87,272 $ 73,087
Accounts receivable, net of allowances
of $306 and $687, respectively 78,191 111,734
Merchandise inventories 1,286,845 1,273,844
Other current assets 78,940 69,344
----------- -----------
Total current assets 1,531,248 1,528,009
Property and Equipment:
Buildings and land 19,293 19,292
Leasehold improvements 191,788 188,900
Furniture, fixtures and equipment 551,549 505,345
----------- -----------
Total property and equipment 762,630 713,537
Less: Accumulated depreciation and amortization (373,561) (311,069)
----------- -----------
Property and equipment, net 389,069 402,468
Other assets and deferred charges 13,001 34,333
Goodwill, net of accumulated amortization
of $77,430 and $70,039, respectively 302,822 310,168
----------- -----------
$ 2,236,140 $ 2,274,978
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable - trade $ 647,502 $ 702,416
Accrued expenses and other liabilities 74,906 140,094
Accrued salaries and related expenses 42,487 50,313
Taxes other than income taxes 74,151 72,966
Revolving credit facilities 180,000 91,800
Mortgage loan, current portion - 1,300
----------- -----------
Total current liabilities 1,019,046 1,058,889
Mortgage loan - 15,125
Other long-term liabilities 81,091 70,895
----------- -----------
Total liabilities 1,100,137 1,144,909
Commitments and contingencies - -
Minority interest 15,979 14,072
Redeemable preferred shares 51,546 -
Shareholders' Equity:
Common shares, without par value; 200,000,000 shares
authorized; 124,969,255 and 124,985,364 shares issued
and outstanding, respectively 866,269 867,866
Deferred stock compensation (204) (304)
Retained earnings 309,138 358,900
Cumulative translation adjustment 377 -
Less: Treasury stock, at cost (107,102) (110,465)
----------- -----------
Total shareholders' equity 1,068,478 1,115,997
----------- -----------
$ 2,236,140 $ 2,274,978
=========== ===========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral part
of these balance sheets.
3
<PAGE> 4
OFFICEMAX, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
13 WEEKS ENDED 39 WEEKS ENDED
-------------------------------- --------------------------------
OCTOBER 21, OCTOBER 23, OCTOBER 21, OCTOBER 23,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Sales $ 1,307,103 $ 1,301,774 $ 3,730,071 $ 3,451,647
Cost of merchandise sold, including
buying and occupancy costs 989,098 990,711 2,826,354 2,624,382
Inventory markdown charge for item
rationalization - 83,257 - 83,257
------------- ------------- ------------- -------------
Gross profit 318,005 227,806 903,717 744,008
Store operating and selling expenses 309,464 244,145 835,535 647,701
Pre-opening expenses 892 3,726 5,665 8,223
General and administrative expenses 33,434 32,091 116,462 90,888
Goodwill amortization 2,464 2,348 7,391 7,042
------------- ------------- ------------- -------------
Total operating expenses 346,254 282,310 965,053 753,854
Operating income (loss) (28,249) (54,504) (61,336) (9,846)
Interest expense, net 4,686 2,380 10,784 7,343
Other (income) expense, net 189 (481) 413 (938)
------------- ------------- ------------- -------------
Income (loss) before income taxes (33,124) (56,403) (72,533) (16,251)
Income taxes (12,045) (18,963) (26,224) (3,254)
Minority interest 940 - 1,907 -
------------- ------------- ------------- -------------
Net income (loss) $ (22,019) $ (37,440) $ (48,216) $ (12,997)
============= ============= ============= =============
EARNINGS (LOSS) PER COMMON SHARE:
Basic $ (0.20) $ (0.33) $ (0.44) $ (0.11)
============= ============= ============= =============
Diluted $ (0.20) $ (0.33) $ (0.44) $ (0.11)
============= ============= ============= =============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING:
Basic 112,804,543 113,118,570 112,726,125 113,564,059
============= ============= ============= =============
Diluted 112,804,543 113,118,570 112,726,125 113,564,059
============= ============= ============= =============
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
4
<PAGE> 5
OFFICEMAX, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
9 WEEKS ENDED
------------------------
OCTOBER 21, OCTOBER 23,
2000 1999
----------- -----------
<S> <C> <C>
CASH PROVIDED BY (USED FOR):
OPERATIONS
Net income (loss) $ (48,216) $ (12,997)
Adjustments to reconcile net income (loss) to net
cash from operating activities
Depreciation and amortization 74,379 62,826
Deferred income taxes (4,602) 5,808
Other, net 10,354 (3,788)
Changes in current assets and current liabilities
(Increase) decrease in inventories (13,001) 33,584
(Decrease) increase in accounts payable (70,630) 70,265
Decrease in accounts receivable 33,543 61,512
Decrease in accrued liabilities (47,183) (39,053)
Other, net 13,374 (2,679)
--------- ---------
Net cash (used for) provided by operations (51,982) 175,478
--------- ---------
INVESTING
Capital expenditures (76,031) (81,787)
Other, net (942) (398)
--------- ---------
Net cash used for investing (76,973) (82,185)
--------- ---------
FINANCING
Increase in revolving credit facilities 88,200 10,000
Payments of mortgage principal (16,425) (975)
Increase (decrease) in overdraft balances 16,856 (45,232)
Purchase of treasury stock - (34,841)
Decrease (increase) in advanced payments for leased 3,429 (21,376)
facilities
Proceeds from the issuance of common stock, net 1,765 2,129
Proceeds from the issuance of preferred stock, net 50,000 -
Other, net (39) -
--------- ---------
Net cash provided by (used for) financing 143,786 (90,295)
--------- ---------
Effect of exchange rate changes on cash and cash equivalents (646) -
--------- ---------
Net increase in cash and equivalents 14,185 2,998
Cash and equivalents, beginning of the period 73,087 67,482
--------- ---------
Cash and equivalents, end of the period $ 87,272 $ 70,480
========= =========
SUPPLEMENTAL INFORMATION
Interest paid on debt $ 11,530 $ 8,240
========= =========
Taxes paid on income $ 2,384 $ 24,731
========= =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
5
<PAGE> 6
OFFICEMAX, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Deferred Cumulative
Common Stock Retained Translation Treasury
Shares Compensation Earnings Adjustment Stock Total
----------- ------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 22, 2000 $ 867,866 $ (304) $ 358,900 $ - $ (110,465) $ 1,115,997
Comprehensive income:
Net income (loss) - - (48,216) - - (48,216)
Cumulative translation
adjustment - - - 377 - 377
-----------
Total comprehensive income (loss) (47,839)
Issuance of common shares
under director plan (54) (20) - - 93 19
Exercise of stock options
(including tax benefit) (478) - - - 1,009 531
Sale of shares under
management share purchase
plan (including tax benefit) (197) (71) - - 668 400
Sale of shares under employee
share purchase plan
(including tax benefit) (868) - - - 1,593 725
Amortization of deferred
compensation - 191 - - - 191
Preferred stock accretion - - (1,546) - - (1,546)
----------- ----------- ----------- ----------- ----------- -----------
BALANCE AT OCTOBER 21, 2000 $ 866,269 $ (204) $ 309,138 $ 377 $ (107,102) $ 1,068,478
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
6
<PAGE> 7
OFFICEMAX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 13 AND 39 WEEKS ENDED
OCTOBER 21, 2000 AND OCTOBER 23, 1999
Significant Accounting and Reporting Policies
---------------------------------------------
1. The accompanying consolidated financial statements have been prepared from
the financial records of OfficeMax, Inc. and its subsidiaries (the
"Company" or "OfficeMax") without audit and reflect all adjustments which
are, in the opinion of management, necessary to fairly present the results
of the interim periods covered in this report. The results for any interim
period are not necessarily indicative of the results to be expected for the
full fiscal year.
2. The Company's consolidated financial statements for the 13 and 39 weeks
ended October 21, 2000 and October 23, 1999 included in this Quarterly
Report on Form 10-Q, have been prepared in accordance with the accounting
policies described in the Notes to Consolidated Financial Statements for
the fiscal year ended January 22, 2000 which were included in the Company's
Annual Report on Form 10-K filed with the Securities and Exchange
Commission (File No. 1-13380) on April 21, 2000. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United
States have been condensed or omitted in accordance with the rules and
regulations of the Securities and Exchange Commission. These financial
statements should be read in conjunction with the financial statements and
the notes thereto included in the Form 10-K referred to above.
3. The Company's fiscal year ends on the Saturday prior to the last Wednesday
in January. Fiscal year 2000 ends on January 27, 2001 and includes 53
weeks. Fiscal year 1999 ended on January 22, 2000 and included 52 weeks.
4. At October 21, 2000, OfficeMax operated a chain of 989 full-size
superstores in 49 states, Puerto Rico and the U.S. Virgin Islands. In
addition to offering office products, business machines and related items,
the Company also features CopyMax and FurnitureMax, in-store modules
devoted exclusively to print-for-pay services and office furniture. The
Company is the only office products superstore chain to feature Gateway
computers in its unique store-within-a-store concept. Through joint venture
partnerships, OfficeMax operates 32 international locations, including 23
through its majority owned joint venture in Mexico. Additionally, the
Company has 19 delivery centers located throughout the United States and
two national call centers to serve its catalog and direct marketing
operations, including its outside sales force and OfficeMax.com on the
Internet at http://www.officemax.com, enabling individual consumers and
businesses to buy a wide assortment of merchandise.
5. A reconciliation of the Company's net income (loss) to its comprehensive
income (loss) is as follows:
(Dollars in thousands)
<TABLE>
<CAPTION>
13 Weeks Ended 39 Weeks Ended
----------------------------------------------------
October 21, October 23, October 21, October 23,
2000 1999 2000 1999
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income (loss) $(22,019) $(37,440) $(48,216) $(12,997)
Other comprehensive income:
Cumulative translation adjustment 273 - 377 -
--------- -------- -------- --------
Comprehensive income (loss) $(21,746) $(37,440) $(47,839) $(12,997)
========= ======== ======== ========
</TABLE>
7
<PAGE> 8
6. Earnings per share are calculated in accordance with the provisions of
Statement of Financial Accounting Standards No. 128, "Earnings per Share"
("FAS 128"). FAS 128 requires the Company to report both basic earnings per
share, which is based on weighted average number of common shares
outstanding, and diluted earnings per share, which is based on the weighted
average number of common shares outstanding and all potentially dilutive
common stock equivalents.
A reconciliation of the basic and diluted per share computations is as
follows:
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
13 Weeks Ended 39 Weeks Ended
---------------------------------------------------------------------
October 21, October 23, October 21, October 23,
2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income (loss) $ (22,019) $ (37,440) $ (48,216) $ (12,997)
Preferred stock accretion (773) - (1,546) -
------------- ----------- ------------- -------------
Net income (loss) available
to common shareholders $ (22,792) $ (37,440) $ (49,762) $ (12,997)
============= =========== ============= =============
Weighted average number of common
shares outstanding 112,804,543 113,118,570 112,726,125 113,564,059
Effect of dilutive securities:
Stock options - - - -
Restricted stock units - - - -
------------- ----------- ------------- -------------
Weighted average number of common
shares outstanding and assumed
conversions 112,804,543 113,118,570 112,726,125 113,564,059
============= =========== ============= =============
Basic earnings (loss) per common share $ (0.20) $ (0.33) $ (0.44) $ (0.11)
============= =========== ============= =============
Diluted earnings (loss) per common share $ (0.20) $ (0.33) $ (0.44) $ (0.11)
============= =========== ============= =============
</TABLE>
Options to purchase 12,973,768 shares at a weighted average exercise price
of $9.61 and 149,169 restricted stock units were excluded from the
calculation of diluted earnings per share for the 13 and 39 weeks ended
October 21, 2000, because their effect would have been anti-dilutive due to
the net loss recognized in those periods. Options to purchase 12,161,975
shares at a weighted average exercise price of $10.60 and 109,893
restricted stock units were excluded from the calculation of diluted
earnings per share for the 13 and 39 weeks ended October 23, 1999, because
their effect would have been anti-dilutive due to the net loss recognized
in those periods.
7. The Company has two reportable business segments: the Core Business Segment
and the OfficeMax.com Segment. The operating results of the Company's
retail stores and its catalog and direct marketing operations are included
in the Core Business Segment. The OfficeMax.com Segment represents the
operations of the Company's Internet site. In Quarterly Reports on Form
10-Q, for periods prior to fiscal year 2000, the OfficeMax.com Segment was
reported in the Core Business Segment. All prior year amounts have been
restated to reflect the separate presentation of the OfficeMax.com Segment.
The Company evaluates performance and allocates resources based on the
operations of these segments. Prior to July 23, 2000, the Company also
operated a Computer Business Segment, which included desktop and laptop
personal computers sold via the Company's retail stores and its catalog and
direct marketing operations. The Company elected to phase-out operations of
the Computer Business Segment in conjunction with a strategic alliance with
Gateway Companies, Inc. ("Gateway") which is described in greater detail in
"Item 2 - Management's Discussion and
8
<PAGE> 9
Analysis of Financial Condition and Results of Operations - Strategic
Alliance with Gateway Companies, Inc." The accounting policies of the
reportable business segments are the same as those described in the
Summary of Significant Accounting Policies (Note 1) included in the
Company's Annual Report on Form 10-K for the year ended January 22, 2000.
The combined results of operations and assets of the Company's reportable
business segments are equal to the Company's consolidated results of
operations and assets. Certain centrally incurred costs are allocated to
the business segments based on each segment's estimated usage and/or
benefit. There is no profit on intersegment transactions or allocations.
The following tables summarize the results of operations for the Company's
reportable business segments:
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
13 Weeks Ended 39 Weeks Ended
------------------------------------- ------------------------
October 21, October 23, October 21, October 23,
Core Business Segment 2000 1999 2000 1999
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales $ 1,277,548 $ 1,208,842 $ 3,548,933 $ 3,233,842
Cost of merchandise sold, including
buying and occupancy costs 968,175 900,326 2,664,904 2,409,360
Inventory markdown charge for
item rationalization - 83,257 - 83,257
----------- ----------- ----------- -----------
Gross profit 309,373 225,259 884,029 741,225
Operating income (loss) (18,052) (41,852) (18,763) 25,088
----------- ----------- ----------- -----------
Net income (loss) $ (15,333) $ (29,075) $ (21,294) $ 9,716
=========== =========== =========== ===========
</TABLE>
Goodwill and the related amortization are included in the Core Business
Segment. Also included in net income of the Core Business Segment is net
interest expense of $3,739,000 and $1,296,000 for the 13 weeks ended
October 21, 2000 and October 23, 1999, respectively. During the 39 weeks
ended October 21, 2000 and October 23, 1999, this segment had net interest
expense of $8,484,000 and $4,982,000, respectively. The Core Business
Segment recognized income tax benefit of $7,587,000 and $13,592,000 for the
13 weeks ended October 21, 2000 and October 23, 1999, respectively. During
the 39 weeks ended October 21, 2000 and October 23, 1999, this segment
recognized income tax benefit of $8,273,000 and income tax expense of
$11,328,000, respectively.
Through joint venture partnerships, the Company operates 32 international
locations. The joint ventures operate OfficeMax superstores similar to
those in the United States. Due to a majority interest in its joint venture
in Mexico, OfficeMax de Mexico, which was purchased as of the end of fiscal
year 1999, the Company consolidates the net assets, results of operations
and cash flows of OfficeMax de Mexico within the Core Business Segment.
Sales for OfficeMax de Mexico were $33,315,000 and $81,001,000 during the
13 and 39 weeks ended October 21, 2000, respectively. The net assets of
OfficeMax de Mexico included long-lived assets, primarily fixed assets, of
$19,294,000 and $14,084,000 as of October 21, 2000 and January 22, 2000,
respectively. Minority interest in the net income of subsidiaries was
$940,000 and $1,907,000 for the 13 and 39 weeks ended October 21, 2000,
respectively. The Company's other investments in joint ventures are
accounted for under the cost method and are also reported within the Core
Business Segment. Other than its investments in joint venture partnerships,
the Company has no international sales or assets.
9
<PAGE> 10
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
13 Weeks Ended 39 Weeks Ended
--------------------------------------------------
October 21, October 23, October 21, October 23,
OfficeMax.com Segment 2000 1999 2000 1999
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales $ 29,555 $ 10,514 $ 81,856 $ 20,256
Cost of merchandise sold, including
buying and occupancy costs 20,923 7,935 59,055 15,165
-------- -------- -------- --------
Gross profit 8,632 2,579 22,801 5,091
Operating income (loss) (10,197) (2,943) (26,834) (5,303)
-------- -------- -------- --------
Net income (loss) $(6,686) $ (1,824) $(17,354) $ (3,284)
======== ======== ======== ========
</TABLE>
Included in net income of the OfficeMax.com Segment is net interest expense
of $947,000 and $52,000 for the 13 weeks ended October 21, 2000 and October
23, 1999, respectively. During the 39 weeks ended October 21, 2000 and
October 23, 1999, this segment had net interest expense of $2,092,000 and
$89,000, respectively. The OfficeMax.com Segment recognized income tax
benefit of $4,458,000 and $1,171,000 for the 13 weeks ended October 21,
2000 and October 23, 1999, respectively, and $11,572,000 and $2,108,000 for
the 39 weeks ended October 21, 2000 and October 23, 1999, respectively. The
total assets of the OfficeMax.com Segment were approximately $4,228,000 and
$1,695,000 as of October 21, 2000 and January 22, 2000, respectively. This
segment also had accrued expenses and other liabilities of $5,594,000 and
$5,645,000 as of October 21, 2000 and January 22, 2000, respectively.
Depreciation expense for the OfficeMax.com Segment was $201,000 and
$527,000 for the 13 and 39 weeks ended October 21, 2000, respectively, as
compared to $62,000 and $120,000 for the comparable periods last year.
During August 2000, the Company consolidated its OfficeMax.com Segment and
its catalog and direct marketing operations into one business segment. The
Company is evaluating the impact of this decision on future segment
reporting. Currently, the catalog and direct marketing operations are
reported in the Core Business Segment for management and segment reporting
purposes.
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
13 Weeks Ended 39 Weeks Ended
-----------------------------------------------------
October 21, October 23, October 21, October 23,
Computer Business Segment 2000 1999 2000 1999
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales $ - $ 82,418 $ 99,282 $ 197,549
Cost of merchandise sold, including
buying and occupancy costs - 82,450 102,395 199,857
------- --------- --------- ---------
Gross profit (loss) - (32) (3,113) (2,308)
Operating income (loss) - (9,709) (15,739) (29,631)
------- --------- --------- ---------
Net income (loss) $ - $ (6,541) $ (9,568) $ (19,429)
======= ========= ========= =========
</TABLE>
As of July 23, 2000, the Company completed the phase-out of its former
Computer Business Segment in conjunction with a strategic alliance with
Gateway, whereby Gateway will operate a licensed store-within-a-store
computer department in all OfficeMax retail superstores in the United
States. The rollout of the store-within-a-store departments began during
the first quarter of fiscal year 2000 and is expected to be complete by
10
<PAGE> 11
the end of the first quarter of fiscal year 2001. As of July 23, 2000, an
interim Gateway display was installed in all OfficeMax superstores that had
yet to receive a full-size store-within-a-store installation. The full-size
store-within-a-store installations and the interim displays replaced the
Computer Business Segment. The strategic alliance with Gateway is described
in greater detail in "Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations - Strategic Alliance with
Gateway Companies, Inc."
Prior to its phase-out at the end of the Company's second fiscal quarter,
the Computer Business Segment recognized interest expense of $208,000 and
income tax benefit of $6,379,000 during the current year. During the 13 and
39 weeks ended October 23, 1999, this segment recognized interest expense
of $1,032,000 and $2,272,000, respectively, and income tax benefit of
$4,200,000 and $12,474,000, respectively.
8. During the second quarter of fiscal year 2000, the Company repaid the
outstanding balance of its mortgage loan in the amount of $16,100,000. The
mortgage loan was secured by the Company's international corporate
headquarters and had an original maturity of January 2007.
9. During the second quarter of fiscal year 2000, in accordance with the
strategic alliance with Gateway, Gateway invested $50,000,000 in two newly
created series of convertible preferred shares of the Company. The
strategic alliance with Gateway and the convertible preferred shares are
described in greater detail in "Item 2 - Management's Discussion and
Analysis of Financial Condition and Results of Operations - Strategic
Alliance with Gateway Companies, Inc."
10. During the third quarter of fiscal year 2000, the Company, based on recent
developments and the advice of outside legal counsel, elected to settle its
lawsuit with Ryder Integrated Logistics ("Ryder") prior to trial. As a
result of the settlement, the Company recorded a charge of $19,465,000,
which was included in cost of merchandise sold.
11. On November 30, 2000, the Company entered into a new three-year senior
secured revolving credit facility. The new revolving credit facility is
secured by a first priority perfected security interest in the Company's
inventory and accounts receivable and provides for borrowings of up to
$700,000,000 at the bank's base rate or Eurodollar rate plus 1.75% to 2.50%
depending on the level of borrowing. Proceeds from the revolving credit
facility were used to repay all outstanding borrowings under the Company's
previous revolving credit facility. Also during the fourth quarter of
fiscal year 2000, the Company obtained a commitment from a financial
institution for an additional $50,000,000 in letters of credit to be used
for the Company's merchandise import program.
12. In June 1998, the Financial Accounting Standards Board issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities," ("FAS
133") which, as amended, is required to be adopted in fiscal years
beginning after June 15, 2000. Due to the Company's minimal use of
derivatives, management anticipates that the adoption of FAS 133 will not
have a significant effect on the earnings or the financial position of the
Company.
13. The Securities and Exchange Commission (SEC) issued Staff Accounting
Bulletin (SAB) 101, "Revenue Recognition in Financial Statements", in
December 1999. The SAB summarizes certain of the SEC staff's views in
applying accounting principles generally accepted in the United States to
revenue recognition in financial statements. In June 2000, the SEC issued
SAB 101B, which delayed the implementation of SAB 101 until no later than
the fourth quarter of fiscal years beginning after December 15, 1999.
Management does not believe that this SAB will have a material impact on
the earnings or the financial position of the Company.
11
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------------------------------------------------------------------------------
OF OPERATIONS
-------------
RESULTS OF OPERATIONS
---------------------
Consolidated Results
Sales for the 13 and 39 weeks ended October 21, 2000 increased to $1,307,103,000
and $3,730,071,000 respectively, from $1,301,774,000 and $3,451,647,000 for the
comparable prior year periods. The increase in sales was attributable to a full
period of sales from the 115 superstores opened during fiscal year 1999 and
additional sales from the 43 (net) new superstores opened at various points
during the current fiscal year. Additionally, $33,315,000 and $81,001,000 of
sales for the Company's joint venture in Mexico, OfficeMax de Mexico, were
included in sales for the 13 and 39 weeks ended October 21, 2000, respectively,
due to the Company's majority interest in the joint venture which was purchased
as of the end of fiscal year 1999. During the 13 and 39 weeks ended October 23,
1999, the Company accounted for the joint venture under the equity method and,
accordingly did not consolidate OfficeMax de Mexico's sales. The effects of new
store openings and consolidating OfficeMax de Mexico were partially offset by
the phase-out of the Computer Business Segment. Comparable stores sales,
excluding the effects of the phase-out of the Computer Business Segment,
decreased 2% during the current quarter and increased 2% for the 39 weeks ended
October 21, 2000. In addition to the phase-out of the Computer Business Segment,
comparable store sales were impacted during the current quarter by the
integration of the Company's new SAP Enterprise Resource Planning System and a
difficult overall retail environment.
Cost of merchandise sold, including buying and occupancy costs, decreased as a
percentage of sales to 75.7% and 75.8% for the 13 and 39 weeks ended October 21,
2000, from 76.1% and 76.0% for the comparable periods last year, excluding the
inventory markdown charge of $83,257,000 recorded during the third quarter of
fiscal year 1999. Correspondingly, gross profit increased to 24.3% and 24.2% of
sales for the 13 and 39 weeks ended October 21, 2000, respectively, from 23.9%
and 24.0% of sales for the comparable prior year periods. The current year gross
profit increases are primarily due to the phase-out of the Computer Business
Segment and improved margins in the Company's OfficeMax.com Segment. Current
year gross profit was impacted by a $19,465,000 charge recorded during the third
quarter as a result of the settlement of litigation with Ryder. Including the
inventory markdown charge, gross profit was 17.5% and 21.6% of sales for the 13
and 39 weeks ended October 23, 1999.
Store operating and selling expenses, which consist primarily of store payroll,
operating and advertising expenses, increased as a percentage of sales to 23.7%
and 22.4% for the 13 and 39 weeks ended October 21, 2000 from 18.8% for the
comparable periods a year earlier. The increases were primarily due to costs
associated with the Company's operating improvement initiatives, including
reduced vendor income from vendor support programs eliminated as part of the
Company's program of merchandise and vendor rationalization.
Pre-opening expenses were $892,000 and $5,665,000 for the 13 and 39 weeks ended
October 21, 2000, reflecting the opening of 9 and 47 full-size superstores,
respectively. Also, the Company opened its third PowerMax distribution center
during the second quarter of fiscal year 2000 for which the Company incurred
pre-opening expenses of $1 million. Pre-opening expenses were $3,726,000 and
$8,223,000 for the 13 and 39 weeks ended October 23, 1999, reflecting the
opening of 39 and 91 full-size superstores, respectively. Pre-opening expenses,
which consist primarily of store payroll, supplies and grand opening
advertising, averaged approximately $90,000 and $85,000 per full-size superstore
in the 39 weeks ended October 21, 2000 and October 23, 1999, respectively.
Pre-opening expenses increase approximately $30,000 per unit when certain
enhanced CopyMax or FurnitureMax features are included in a superstore.
General and administrative expenses were 2.6% and 3.1% of sales for the 13 and
39 weeks ended October 21, 2000, as compared to 2.5% and 2.6% of sales for the
same periods last year. The increases reflect costs for consulting services
supporting the Company's supply-chain management and operating improvement
initiatives, continued investment in the Company's organizational structure and
increased depreciation expense as a result of
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<PAGE> 13
the Company's information technology initiatives. The increases were partially
offset by the reversal of certain bonus accruals during the third quarter which
reduced general and administrative expenses by 0.4% and 0.1% of sales for the 13
and 39 weeks ended October 21, 2000.
Goodwill amortization was $2,464,000 and $7,391,000 for the 13 and 39 weeks
ended October 21, 2000, respectively, as compared to $2,348,000 and $7,042,000
for the 13 and 39 weeks ended October 23, 1999, respectively. Goodwill is
capitalized and amortized over 10 - 40 years using the straight-line method.
As a result of the foregoing factors, the Company incurred an operating loss of
$28,249,000 and $61,336,000 for the 13 and 39 weeks ended October 21, 2000,
respectively, as compared to operating income, excluding the inventory markdown
charge, of $28,753,000 and $73,411,000 for the comparable periods a year
earlier. Including the inventory markdown charge, the Company incurred an
operating loss of $54,504,000 and $9,846,000 for the 13 and 39 weeks ended
October 23, 1999, respectively.
Interest expense, net, was $4,686,000 and $10,784,000 for the 13 and 39 weeks
ended October 21, 2000, respectively, as compared to $2,380,000 and $7,343,000
for the comparable periods a year earlier. The increase in interest expense
during fiscal year 2000 was primarily due to higher average outstanding
borrowings during the second and third quarters of the current fiscal year.
The Company recognized income tax benefit of $12,045,000 and $26,224,000 for the
13 and 39 weeks ended October 21, 2000, respectively, as compared to $18,963,000
and $3,254,000 for the same periods a year ago. The effective tax rates for all
periods presented are different from the federal statutory income tax rate
primarily as a result of goodwill amortization, tax exempt interest, and state
and local taxes.
As a result of the foregoing factors, the Company had a net loss of $22,019,000
and $48,216,000 for the 13 and 39 weeks ended October 21, 2000, respectively, as
compared to net income, excluding the inventory markdown charge, of $15,844,000
and $40,287,000 for the comparable periods a year earlier. The inventory
markdown charge reduced net income for the 13 and 39 weeks ended October 23,
1999 by $53,284,000 resulting in a net loss of $37,440,000 and $12,997,000,
respectively.
BUSINESS SEGMENTS
-----------------
Core Business Segment
Sales for the Core Business Segment increased 6% to $1,277,548,000 for the 13
weeks ended October 21, 2000 from $1,208,842,000 for the comparable period last
year. The increase in the third quarter of fiscal year 2000 was due to new
store openings since the end of the third quarter of fiscal year 1999 partially
offset by a comparable-store sales decrease of nearly 4%. The current quarter
comparable store sales decrease was primarily due to temporary interruptions in
the Company's replenishment process in connection with its conversion to a new
SAP Enterprise Resource Planning System, lost sales of computer related items
as a result of the conversion of the Company's computer departments to Gateway
displays and a difficult overall retail environment. In accordance with a
strategic alliance, Gateway will operate a licensed store-within-a-store
computer department within all OfficeMax retail superstores in the United
States. The store-within-a-store rollout began during the first quarter of
fiscal year 2000 and is expected to be complete by the end of the first quarter
of fiscal year 2001. As of July 23, 2000, in anticipation of lost computer
vendor support and product allocations, an interim Gateway display was
installed in all OfficeMax superstores that had yet to receive a full-size
store-within-a-store installation. For the 39 weeks ended October 21, 2000,
sales for the Core Business Segment increased 10% to $3,548,933,000 from
$3,233,842,000 for the comparable prior year period, primarily as a result of
new store openings as comparable-store sales were unchanged.
Cost of merchandise sold, including buying and occupancy costs for the Core
Business Segment increased as a percentage of sales to 75.8% and 75.1% for the
13 and 39 weeks ended October 21, 2000, from 74.5%, excluding the inventory
markdown charge, for the comparable prior year periods. The current year
increases were primarily
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<PAGE> 14
due to the settlement of litigation with Ryder, which increased the cost of
merchandise sold, including buying and occupancy costs, by 1.5% and 0.5% of
sales for the 13 and 39 weeks ended October 21, 2000, respectively, and offset
merchandise margin improvements. Gross profit for the Core Business Segment was
$309,373,000 or 24.2% of sales and $884,029,000 or 24.9% of sales for the 13 and
39 weeks ended October 21, 2000, respectively. Including the inventory markdown
charge, gross profit for the Core Business segment was $225,259,000 or 18.6% of
sales and $741,225,000 or 22.9% of sales for the 13 and 39 weeks ended October
23, 1999, respectively.
Operating income for the Core Business Segment was a loss of $18,052,000 and
$18,763,000 for the 13 and 39 weeks ended October 21, 2000, respectively, as
compared to operating income, excluding the inventory markdown charge, of
$41,405,000 and $108,345,000 for comparable prior year periods. The decrease in
operating income in fiscal year 2000 was primarily due to increased store
operating and selling expenses related to the Company's supply-chain management
and operating improvement initiatives. Including the inventory markdown charge,
this segment incurred an operating loss of $41,852,000 for the 13 weeks ended
October 23, 1999 and operating income of $25,088,000 for the 39 weeks ended
October 23, 1999.
Net loss for the Core Business Segment was $15,333,000 and $21,294,000 for the
13 and 39 weeks ended October 21, 2000, respectively, as compared to net income,
excluding the inventory markdown charge, of $24,209,000 and $63,000,000 for the
comparable periods last year. Including the inventory markdown charge, this
segment incurred a net loss of $29,075,000 for the 13 weeks ended October 23,
1999 and net income of $9,716,000 for the 39 weeks ended October 23, 1999.
OfficeMax.com Segment
Sales for the OfficeMax.com Segment increased 181% to $29,555,000 for the 13
weeks ended October 21, 2000 from $10,514,000 in the same period last year.
Sales for the OfficeMax.com Segment increased 304% to $81,856,000 for the 39
weeks ended October 21, 2000 from $20,256,000 for the comparable prior year
period. This sales growth in the first 39 weeks of fiscal year 2000 reflected
the Company's continued aggressive offline marketing program aimed at capturing
a larger share of the online small-business market, new online partnerships
launched affecting the periods presented, an overall national increase in online
business-to-business e-commerce and an increase in repeat-customer purchases.
Cost of merchandise sold, including buying costs, for the OfficeMax.com Segment
was 70.8% and 72.1% of sales for the 13 and 39 weeks ended October 21, 2000,
respectively, compared to 75.5% and 74.9% of sales for the comparable prior year
periods. Gross profit for the OfficeMax.com Segment was $8,632,000 or 29.2% of
sales in third quarter of fiscal year 2000 and $2,579,000 or 24.5% of sales in
the same period last year. For the 39 weeks ended October 21, 2000, gross profit
for the OfficeMax.com Segment was $22,801,000 or 27.9% of sales as compared to
$5,091,000 or 25.1% of sales for the comparable prior year period. The
improvement in gross profit as a percentage of sales for the first 39 weeks of
fiscal year 2000 compared to the first 39 weeks of fiscal year 1999 was due
primarily to a more disciplined pricing strategy and additional higher margin
revenue related to business services and advertising.
The OfficeMax.com Segment incurred an operating loss of $10,197,000 for the 13
weeks ended October 21, 2000 and $2,943,000 in the comparable prior year period.
Operating loss for the OfficeMax.com Segment was $26,834,000 for the 39 weeks
ended October 21, 2000, versus a loss of $5,303,000 for the comparable period
last year. The net operating losses were primarily due to the segment's
aggressive advertising and marketing programs focused on customer acquisition in
the small-business market space.
The OfficeMax.com Segment incurred a loss of $6,686,000 in third quarter of
fiscal year 2000 and a loss of $1,824,000 in third quarter of fiscal year
1999. For the 39 weeks ended October 21, 2000, the OfficeMax.com Segment
incurred a loss of $17,354,000 as compared to a loss of $3,284,000 for the
comparable period last year.
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<PAGE> 15
STRATEGIC ALLIANCE WITH GATEWAY COMPANIES, INC.
-----------------------------------------------
During the first quarter of fiscal year 2000, the Company entered into a
five-year multi-channel alliance with Gateway. The strategic alliance consists
of three elements: sales of products and services through physical retail
channels, sales of products and services through e-commerce channels and an
investment in OfficeMax by Gateway.
Under the terms of a master license agreement ("Master License Agreement"),
Gateway will operate a licensed store-within-a-store computer department in all
OfficeMax retail superstores in the United States. The store-within-a-store
rollout began during the first quarter of fiscal year 2000 and is expected to be
complete by the end of the first quarter of fiscal year 2001. The department
offers computers and related products and services. In accordance with the
alliance, Gateway staffs the store-within-a-store modules and owns all of the
inventory and recognizes all of the sales within the store-within-a-store
modules. OfficeMax receives a fixed monthly rent from Gateway. As of July 23,
2000, an interim Gateway display was installed in all OfficeMax superstores that
had yet to receive a full-size store-within-a-store installation. The interim
displays will be in place until a full-size Gateway store-within-a-store
department is installed. These departments replaced the Company's Computer
Business Segment. The Company completed phase-out operations of the Computer
Business Segment as of July 22, 2000. As of the end of the third quarter of
fiscal year 2000, the Company had converted approximately 55% of its domestic
retail superstores to full-size Gateway store-within-a-store modules.
Additionally, a reciprocal Internet relationship between OfficeMax and Gateway
provides for significant cross marketing and promotional opportunities.
OfficeMax is the exclusive office supply partner on Gateway's Internet site,
Gateway.com, and will have its icon and hot link featured on the computer
desktop of virtually all Gateway systems sold to small businesses and consumers
in the United States over the next five years. In exchange, OfficeMax pays
Gateway a commission on sales to customers acquired from Gateway properties or
promotional efforts, including certain guaranteed minimum annual payments.
Gateway has the exclusive right to market and sell computers and related
products on OfficeMax.com, and pays the Company a commission on sales to
customers acquired from OfficeMax properties or promotional efforts. The
Internet relationship, including the linking of OfficeMax.com and Gateway.com,
commenced during the second quarter of fiscal year 2000.
In accordance with the alliance, Gateway has invested $50,000,000 in OfficeMax
convertible preferred stock -$30,000,000 designated for OfficeMax and
$20,000,000 designated for OfficeMax.com.
Gateway's investment in OfficeMax is in the form of a newly created series of
convertible preferred shares of the Company, the Series A Voting Preference
Shares (the "Series A Shares"), at a purchase price of $9.75 per share. The
Series A Shares vote on an as-converted to Common Shares basis (one vote per
share) and do not bear any interest or coupon. After two years, the Series A
Shares are convertible into Common Shares of the Company on a 1:1 basis provided
that Gateway store-within-a-store modules are opened in accordance with the
terms of the Master License Agreement and the fair value of the Company's Common
Shares is at least $12.50 per share. If after two years Gateway
store-within-a-store modules are not opened in accordance with the terms of the
Master License Agreement, the Series A Shares are redeemable by Gateway at face
value. If at the end of the alliance, Gateway store-within-a-store modules are
opened in accordance with the terms of the Master License Agreement, each Series
A Share is convertible into $12.50 of the Company's Common Shares. In addition,
the Company can elect to convert the Series A Shares into Common Shares on a 1:1
basis at any time if the fair value of the Company's Common Stock is at least
$12.50 per share, subject to certain "make-whole" or fair value guarantees. The
increase in fair value of the Series A Shares, from $9.75 per share to $12.50
per share, is being recognized on a straight-line basis by the Company over the
term of the alliance by a charge directly to Retained Earnings for Preferred
Stock Accretion.
Gateway's investment in OfficeMax.com is also in the form of a newly created
series of convertible preferred shares of the Company, the Series B Serial
Preferred Shares (the "Series B Shares"), at a purchase price of $10 per share.
The Series B Shares bear a coupon rate of 7% per annum and have no voting
rights. The 7% per annum coupon rate is being recognized by the Company by a
charge directly to Retained Earnings for Preferred Stock
15
<PAGE> 16
Accretion. The Series B Shares are convertible into a tracking stock that tracks
the performance of OfficeMax.com (the "Tracking Stock") at a 30% discount to the
initial price of the Tracking Stock determined by a public market. The Series B
Shares are redeemable at Gateway's option at face value plus dividends, if no
such Tracking Stock is registered under the Securities Act of 1933 and the
Securities Exchange Act of 1934 and listed for trading on a national securities
exchange by June 30, 2001, or Gateway elects not to convert the Series B Shares
into a Tracking Stock. The June 30, 2001 conversion or redemption deadline can
be extended to June 30, 2002, if Gateway elects to extend certain dates in the
Master License Agreement.
During the second quarter of fiscal year 2000, Gateway paid the Company
$50,000,000 in cash in satisfaction of the investment requirements of the
strategic alliance. Accordingly, the Company issued Gateway 3,076,923 Series A
Shares and 2,000,000 Series B Shares.
The Master License Agreement also contains various change in control provisions
which provide for the termination of the agreement by either OfficeMax or
Gateway upon a change in control of the other party, as defined in the
agreement. Further, if a change in control of Gateway results in Gateway being
controlled by a person or entity whose primary business is the owning or
operating of office supply superstores, the Company is entitled to a payment of
$100,000,000. If a change in control of the Company results in the Company being
controlled by a person or entity who is a major retailer of personal computers
and Internet goods and services, Gateway will be entitled to a payment of
$100,000,000.
STORE CLOSURE AND RELOCATION
----------------------------
During the fourth quarter of fiscal year 2000, the Company announced that it is
in the process of a strategic review of its real estate portfolio with the
objective to identify under-performing stores and close or move them to new,
more productive locations. The Company expects to complete its review by the
end of fiscal year 2000 and to record a charge for store closure and relocation
at that time.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company's operating activities used $51,982,000 of cash during the 39 weeks
ended October 21, 2000, primarily for accounts payable, accrued expenses and
inventory. The Company's operating activities generated $175,478,000 of cash
during the 39 weeks ended October 23, 1999. As of October 21, 2000, accounts
payable and accrued expenses decreased $70,630,000 and $47,183,000,
respectively, while inventory increased $13,001,000 since the end of the prior
fiscal year. These cash outflows were partially offset by a decrease in accounts
receivable of $33,543,000 during the first 39 weeks of fiscal year 2000. The
increase in inventory was the result of inventory added for the 43 (net) new
superstores opened during fiscal year 2000. As of October 21, 2000, average per
store inventory decreased approximately 17% compared to the prior year. Further,
annualized inventory turnover has increased to 3.02 times per year from 2.88
times per year on a trailing twelve-month basis, excluding special charges. The
improvements in per store inventory and inventory turnover are primarily the
result of the Company's continued implementation of its supply-chain management
initiatives.
Net cash used for investing activities was $76,973,000 for the 39 weeks ended
October 21, 2000 versus $82,185,000 in the comparable prior year period. Capital
expenditures, primarily for new and remodeled stores and the Company's
information technology initiatives, were $76,031,000 for the 39 weeks ended
October 21, 2000 and $81,787,000 for the comparable period in the prior year.
Net cash provided by financing activities was $143,786,000 for the 39 weeks
ended October 21, 2000. Current year financing activities primarily represent
borrowings under the Company's revolving credit facilities and Gateway's
$50,000,000 investment in the Company. Net cash used by financing activities was
$90,295,000 in the comparable prior year period and primarily represented a
decrease in overdraft balances, advance payments for leased facilities and the
payment of $34,841,000 for treasury stock purchases.
During the fourth quarter of fiscal year 2000, the Company plans to open 7 new
OfficeMax superstores. Management estimates that the Company's cash requirements
for opening a superstore, exclusive of pre-opening
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<PAGE> 17
expenses, will be approximately $1,025,000. For an OfficeMax superstore, the
requirements include an average of approximately $425,000 for leasehold
improvements, fixtures, point-of-sale terminals and other equipment, and
approximately $600,000 for the portion of store inventory that is not financed
by accounts payable to vendors. Pre-opening expenses are expected to average
approximately $90,000 per full-size OfficeMax superstore during the remainder of
fiscal year 2000. In select cases, that average is expected to increase by
approximately $30,000 when certain enhanced CopyMax or FurnitureMax features are
included.
The Company expects its funds generated from operations as well as its current
cash reserves, and, when necessary, seasonal short-term borrowings will be
sufficient to finance its retail operations and capital requirements, including
its expansion strategy.
As of October 21, 2000 the Company had outstanding borrowings of $180,000,000
under revolving credit facilities at a weighted average interest rate of 7.88%.
On November 30, 2000, the Company entered into a new three-year senior secured
revolving credit facility. The new revolving credit facility is secured by a
first priority perfected security interest in the Company's inventory and
accounts receivable and provides for borrowings of up to $700,000,000 at the
bank's base rate or Eurodollar Rate plus 1.75% to 2.50% depending on the level
of borrowing. Proceeds from the revolving credit facility were used to repay all
outstanding borrowings under the Company's previous revolving credit facility.
Also during the fourth quarter of fiscal year 2000, the Company obtained a
commitment from a financial institution for an additional $50,000,000 in letters
of credit to be used for the Company's merchandise import program.
During the second quarter of fiscal year 2000, the Company repaid the
outstanding balance of its mortgage loan in the amount of $16,100,000. The
mortgage loan was secured by the Company's international corporate headquarters
and had an original maturity of January 2007.
On August 13, 1998, the Company's Board of Directors authorized the Company to
repurchase up to $200,000,000 of its common stock on the open market. At October
21, 2000, the Company had purchased a total of 12,702,100 shares at a cost of
$113,619,000. This included systematic purchases to cover potential dilution
from the issuance of shares under the Company's equity-based incentive plans.
Future purchases of common shares may be limited by financial covenants related
to the Company's new revolving credit facility.
The Company's business is seasonal, with sales and operating income higher in
the third and fourth fiscal quarters, which include the Back-to-School period
and the holiday selling season, respectively, followed by the traditional new
year office supply restocking month of January. Sales in the second fiscal
quarter's summer months are the slowest of the year primarily because of lower
office supplies consumption during the summer vacation period.
LEGAL PROCEEDINGS
-----------------
During the third quarter of fiscal year 2000, the Company, based on recent
developments and the advice of outside legal counsel, elected to settle its
lawsuit with Ryder prior to trial. As a result of the settlement, the Company
recorded a charge of $19,465,000 during the quarter.
There are various claims, lawsuits and pending actions against the Company
incident to the Company's operations. It is the opinion of management that the
ultimate resolution of these matters will not have a material effect on the
Company's liquidity, financial position or results of operations.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
----------------------------------------------------------
Portions of this Quarterly Report on Form 10-Q include "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. The words "believe," "expect," "anticipate," "plan," "intend,"
"forecast," and similar expressions, among others, identify "forward-looking
statements," which speak only as of the date the statement was made. Such
forward-looking statements are subject to risks, uncertainties and other
17
<PAGE> 18
factors which could cause actual results to materially differ from those made,
projected or implied in such statements. The most significant of such risks,
uncertainties and other factors are described in Exhibit 99.1 to the Company's
Annual Report on Form 10-K for the year ended January 22, 2000 as filed with the
Securities and Exchange Commission. Any forward-looking statement speaks only as
of the date on which such statement is made, and the Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise.
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<PAGE> 19
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------------------------------------------------------------------
The Company is exposed to market risk, principally interest rate risk and
foreign exchange risk.
Interest earned on the Company's cash equivalents and short-term investments, as
well as interest paid on its debt and lease obligations, are sensitive to
changes in interest rates. The interest rate for the Company's revolving credit
facilities is variable, while the interest component of its operating leases is
generally fixed. The Company manages its interest rate risk by maintaining a
combination of fixed and variable rate debt. The Company believes its potential
exposure to interest rate risk is not material to the Company's financial
position or the results of its operations.
The Company is exposed to foreign exchange risk through its joint venture
partnerships in Brazil, Japan and Mexico. The Company has not entered into any
derivative financial instruments to hedge this exposure, and believes its
potential exposure is not material to the Company's financial position or the
results of its operations.
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<PAGE> 20
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
------- --------------------------------
(a) Exhibits: 27.0 Financial Data Schedule for the period
ended October 21, 2000 (for SEC use only)
(b) Reports on Form 8-K: None
20
<PAGE> 21
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.
OFFICEMAX, INC.
Date: December 5, 2000 By: /s/ Jeffrey L. Rutherford
--------------------------
Jeffrey L. Rutherford
Senior Executive Vice President, Chief
Financial Officer (Principal Financial and
Accounting Officer)
21
