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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED APRIL 25, 1998
COMMISSION FILE NUMBER 000-25372
U.S. OFFICE PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 52-1906050
(State or Other Jurisdiction of I.R.S. Employer
Incorporation or Organization) Identification No.
1025 THOMAS JEFFERSON AVENUE, NW, SUITE 600E 20007
WASHINGTON, D.C. (Zip Code)
(Address of principal executive offices)
</TABLE>
Registrant's telephone number, including area code: (202) 339-6700
Securities registered pursuant to Section 12(b) of the Act:
NONE.
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.001
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment of this
Form 10-K. __
The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of July 13, 1998 was $613,894,298.
As of July 13, 1998, 36,514,159 shares of the Registrant's common stock, $.001
par value per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: Proxy Statement for 1998 annual meeting of
U.S. Office Products Company.
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EXPLANATORY NOTE
This Amendment amends the third sentence of the fourth paragraph of the
Liquidity and Capital Resources discussion in "Item 7--Management's Discussion
and Analysis of Financial Condition and Results of Operations" by removing an
inadvertent reference to collateral security for U.S. Office Products Company's
9 3/4% senior subordinated notes due 2008 (the "2008 Notes"). The 2008 Notes are
not secured. No other changes have been made to the Report on 10-K as originally
filed.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
The following discussion should be read in conjunction with the Company's
audited consolidated financial statements, including the related notes thereto,
appearing elsewhere in this Annual Report. The Company's audited consolidated
financial statements have been restated to reflect (i) the results of the
businesses that were spun off to stockholders in June 1998 as part of the
Company's comprehensive restructuring plan (the "Strategic Restructuring Plan")
as discontinued operations; and (ii) as a result of the adoption of the
Strategic Restructuring Plan, the change in accounting treatment of 22 business
combinations completed during fiscal 1998, from the pooling-of-interests method
to the purchase method, which resulted in the recording of approximately $422.8
million of additional goodwill (including $293.7 million related to continuing
operations). In addition, except as otherwise noted, the following discussion
gives effect to the one-for-four reverse stock split (the "Reverse Stock Split")
completed by the Company in June 1998 in conjunction with the completion of the
Strategic Restructuring Plan.
In June 1998, the Company completed the Strategic Restructuring Plan. The
principal elements of the Strategic Restructuring Plan were:
- EQUITY TENDER OFFER. Pursuant to a self-tender offer (the "Equity
Tender"), the Company repurchased 9,259,261 shares (37,037,042 shares
prior to the Reverse Stock Split) of its common stock, including 1,140,186
shares (4,560,743 shares prior to the Reverse Stock Split) that were
issued on exercise of vested and unvested options for common stock at
$108.00 per share ($27.00 per share prior to the Reverse Stock Split) (or
in the case of stock options, at $108.00 per share ($27.00 per share prior
to the Reverse Stock Split) minus the exercise price of the options). The
Company repurchased the shares for $934.6 million in cash. In fiscal 1999,
the Company will record a non-cash compensation expense of approximately
$60.0 million, before the related benefit from income taxes, related to
the participation of stock options in the Equity Tender.
- SPIN-OFF DISTRIBUTIONS. After acceptance of the shares in the Equity
Tender, the Company distributed to U.S. Office Products' stockholders the
shares of four separate companies (collectively, the "Spin-Off
Companies"): Aztec Technology Partners, Inc. (one share for every 1.25
shares (5.0 shares prior to the Reverse Stock Split) of U.S. Office
Products common stock held), Workflow Management, Inc. (one share for
every 1.875 shares (7.5 shares prior to the Reverse Stock Split) of U.S.
Office Products common stock held), School Specialty, Inc. (one share for
every 2.25 shares (9.0 shares prior to the Reverse Stock Split) of U.S.
Office Products common stock held) and Navigant International, Inc. (one
share for every 2.5 shares (10.0 shares prior to the Reverse Stock Split)
of U.S. Office Products common stock held). The distributions of the
shares of the Spin-Off Companies are referred to as the "Distributions."
The Spin-Off Companies operate U.S. Office Products' former technology
solutions, print management, educational supplies and corporate travel
services businesses, respectively.
- EQUITY INVESTMENT. After the Distributions, an affiliate ("Investor") of
an investment fund managed by Clayton, Dubilier & Rice, Inc., a private
investment firm, acquired the following equity securities of the Company
for $270.0 million: (i) approximately 9,092,106 shares (24.9%) of the
Company's
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common stock, (ii) special warrants (the "Special Warrants") entitling
Investor to purchase additional common stock in certain circumstances
intended to permit Investor to maintain its 24.9% equity ownership
position, and (iii) warrants (the "Warrants") entitling Investor to
purchase additional shares of common stock for $405 million equal to the
number of shares of common stock it purchased outright plus the number of
shares it acquires or is entitled to acquire pursuant to the Special
Warrants. The Warrants are exercisable at any time after June 10, 2000
until June 10, 2010. Investor did not acquire any interests in the
Spin-Off Companies.
In conjunction with the Strategic Restructuring Plan, U.S. Office Products
completed the following financing transactions (the "Financing Transactions") in
June 1998:
- Pursuant to a tender offer, the Company repurchased $222.2 million of its
5 1/2% convertible subordinated notes due 2003 (the "2003 Notes") for a
purchase price of 94.5% of the principal amount and accrued interest on
the 2003 Notes. In fiscal 1999, the Company will record an extraordinary
gain of $12.2 million, before provision for income taxes, on the early
extinguishment of the 2003 Notes. In addition, in fiscal 1999, the Company
will record a non-cash expense of approximately $5.3 million, before
benefit from income taxes, related to the write-off of debt issue costs
capitalized in connection with the issuance of the 2003 Notes.
- Pursuant to an exchange offer, the Company exchanged $131.0 million of its
5 1/2% convertible subordinated notes due 2001 (the "2001 Notes") for
2,025,185 shares of common stock at an exchange rate of 15.461 shares of
U.S. Office Products common stock for each $1,000 principal amount of the
2001 Notes, which effectively reduced the conversion price of the 2001
Notes from $76.00 to $64.68 ($19.00 and $16.17 prior to the Reverse Stock
Split) while the exchange offer was open. In fiscal 1999, the Company will
record a non-cash expense of $20.4 million as a result of the reduction in
the conversion price of the 2001 Notes. In addition, in fiscal 1999, the
Company will record a non-cash expense of approximately $3.0 million,
before benefit from income taxes, related to the write-off of debt issue
costs capitalized in connection with the issuance of the 2001 Notes.
- The Company entered into a new $1,225.0 million senior secured bank credit
facility (the "Credit Facility") that consists of the following (i) a
$200.0 million seven-year multi-draw loan facility; (ii) a $250.0 million
seven-year revolving credit facility; (iii) a $100.0 million seven-year
term loan facility; and (iv) a $675.0 million eight-year term loan
facility. As a result of the Company entering into the Credit Facility,
the Company terminated its former credit facility which will result in the
Company recording a non-cash expense of approximately $4.8 million, before
benefit from income taxes, in fiscal 1999, related to the write-off of
debt issue costs capitalized in connection with the former credit
facility.
- The Company issued and sold $400.0 million in 9 3/4% senior subordinated
notes due 2008 (the "2008 Notes") in a private placement at 99.583% of the
principal amount.
As a result of the Strategic Restructuring Plan, the Company's consolidated
financial statements reflect the results of those companies owned by the
Spin-Off Companies (and thus included in the Distributions) as discontinued
operations. The Company's continuing operations consist of its North American
Office Products Group (which includes office supply, office furniture, and
office coffee, beverage, and vending service businesses) ("NAOPG"), Mail Boxes
Etc. ("MBE") which the Company acquired in November 1997, the Company's
operations in New Zealand and Australia, and the Company's 49% interest in
Dudley Stationery Limited, a U.K. contract stationer. The NAOPG operates
primarily in the United States; it also includes three coffee and beverage
businesses located in Canada.
The Company's continuing operations derive revenues primarily from the sale
of a wide variety of office supplies, office furniture, and other office
products, including office coffee, beverage, and vending products and services
to corporate, commercial and industrial customers. Cost of revenues represents
the purchase price for office supplies, office furniture and other office
products and includes occupancy and
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delivery costs and is reduced by rebates and discounts on inventory when such
inventory is sold. Selling, general and administrative expenses represent
product marketing and selling costs, customer service and product design costs,
warehouse costs, and other administrative expenses.
Following completion of the Strategic Restructuring Plan, the Company
expects to focus more on expanding existing operations and improving their
profitability and less on growth through acquisitions. The Company believes that
the majority of its future acquisitions will be of smaller businesses and that,
as a result, acquisitions will account for a much smaller percentage of the
Company's overall revenue growth than in the past. See "Item 1. Business." The
Company also expects that in the future it will report net income and net income
per share amounts that are significantly less than the amounts that have been
reported historically. Management believes that this will be the result
primarily of three factors: (i) substantially higher amortization expenses as
compared to prior periods (as a result of reclassifying 12 business combinations
as purchase acquisitions (including the acquisition of MBE), rather than under
the pooling-of-interests method, as the Company had originally intended); (ii)
substantially higher interest expense, as a result of increased borrowing that
the Company incurred to help finance the cost of the Equity Tender and the
Financing Transactions; and (iii) higher effective income tax rates, due to
increased non-deductible goodwill expense and lower income before provision for
income taxes. Rather than net income and net income per share, management
believes that a more meaningful indication of the Company's performance will be
cash flows from operations and earnings before interest expense, provision for
income taxes, depreciation expense and amortization expense ("EBITDA"). The
Company expects to focus substantial attention on operating strategies intended
to increase EBITDA both in absolute terms and as a percentage of revenues. As
the Company derives approximately one-third of its revenues from operations in
New Zealand and Australia, the Company's results of operations, cash flows and
financial position will continue to be affected by fluctuations in foreign
currency exchange rates, which have deteriorated significantly in New Zealand
and Australia since the beginning of fiscal 1998. See "-- Liquidity and Capital
Resources" and "--Factors Affecting the Company's Business."
Consistent with the objectives of the Strategic Restructuring Plan and as
part of the Company's increased focus on operational matters, the Company
expects to undertake cost reduction measures including the elimination of
duplicative facilities, the consolidation of certain operating functions, and
the deployment of common information systems. The implementation of the cost
reduction measures will involve the incurrence by the Company of certain
restructuring costs. The Company is currently developing formal plans to
implement such a restructuring. Once developed, any such plans will necessarily
require review by the Company's senior management, and the implementation of
such plans would not be initiated prior to the receipt of proper authorization
by the Company's senior management. The Company has announced that it expects
such a plan will be committed to in the first quarter of fiscal 1999 and
estimates that the costs of such a plan may range from $80 million to $105
million, slightly more than half of which will be cash charges paid out over
approximately a three year period as the Company consolidates existing
facilities. The Company estimates that this charge, together with the
approximately $110 million of costs associated with the Strategic Restructuring
Plan (approximately $80 million of which are non-cash charges), will result in
total restructuring charges of approximately $190 to $215 million. The Company
expects to record all of these one-time charges in the first quarter of fiscal
1999. No authorization for any of these costs occurred during fiscal 1998.
Except where specifically noted, the discussion of financial condition and
results of operations that appears below covers only the Company's continuing
operations. For additional information about the results of discontinued
operations, see note 3 to the Company's audited consolidated financial
statements.
The Company's financial condition and results of operations have changed
dramatically from the Company's inception in October 1994 to April 25, 1998 as a
result of the Company's aggressive acquisition program. The Company completed
165 business combinations (144 related to continuing operations and 21 related
to discontinued operations) from its inception through the end of fiscal 1997,
54 of which were accounted for under the pooling-of-interests method (39 related
to continuing operations and 15 related to
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discontinued operations). During fiscal 1998, the Company completed an
additional 73 business combinations (51 related to continuing operations and 22
related to discontinued operations). As a result of the Board's adoption of the
Strategic Restructuring Plan in January 1998, all 73 business combinations
completed during fiscal 1998 were accounted for under the purchase method. Prior
to the adoption of the Strategic Restructuring Plan, 22 of the fiscal 1998
business combinations had been accounted for under the pooling-of-interests
method (12 related to continuing operations, including the acquisition of MBE,
and 10 related to discontinued operations). Following adoption of the Strategic
Restructuring Plan, the Company restated its historical consolidated financial
statements to account for these 22 business combinations under the purchase
method. The Company's consolidated financial statements give retroactive effect
to the business combinations accounted for under the pooling-of-interests method
during fiscal 1997 and 1996 and include the results of companies acquired in
business combinations accounted for under the purchase method from their
respective acquisition dates.
Due to the Company's growth through acquisitions, year-to-year comparisons
of the historical results of the Company's operations have been affected
primarily by the addition of acquired companies. In most instances, dollar
increases in the various revenue and expense components of the Company's results
are due primarily to growth from acquisitions. Neither the magnitude nor the
source of such year-to-year changes is necessarily indicative of changes that
will occur in the future. As noted above, the Company expects to focus more on
improving and expanding existing operations, and less on acquisitions as a means
of growth. The Company also expects that the impact of acquisitions on the
future results of the Company's continuing operations will decrease because the
size of companies that it expects to be available for acquisition will be
smaller than in prior periods and the Company's existing operations are larger
than in prior years.
RESULTS OF OPERATIONS
The following table sets forth various items as a percentage of revenues for
the fiscal years ended April 25, 1998, April 26, 1997 and April 30, 1996.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-------------------------------------
<S> <C> <C> <C>
APRIL 25, APRIL 26, APRIL 30,
1998 1997 1996
----------- ----------- -----------
Revenues........................................................................... 100.0% 100.0% 100.0%
Cost of revenues................................................................... 72.2 71.8 74.4
----- ----- -----
Gross profit....................................................................... 27.8 28.2 25.6
Selling, general and administrative expenses....................................... 22.6 23.1 21.8
Amortization expense............................................................... 0.8 0.6 0.3
Non-recurring acquisition costs.................................................... 0.4 0.7
Restructuring costs................................................................ 0.2 0.1 0.1
----- ----- -----
Operating income................................................................... 4.2 4.0 2.7
Interest expense, net.............................................................. 1.4 1.4 0.4
Other income....................................................................... (0.3) (0.2) (0.1)
----- ----- -----
Income from continuing operations before provision for income taxes and
extraordinary items.............................................................. 3.1 2.8 2.4
Provision for income taxes......................................................... 1.4 1.3 0.6
----- ----- -----
Income from continuing operations before extraordinary items....................... 1.7 1.5 1.8
Income from discontinued operations, net of income taxes........................... 0.9 1.3 1.5
----- ----- -----
Income before extraordinary items.................................................. 2.6 2.8 3.3
Extraordinary items--losses on early terminations of credit facilities, net of
income taxes..................................................................... 0.1 0.1
----- ----- -----
Net income......................................................................... 2.6% 2.7% 3.2%
----- ----- -----
----- ----- -----
</TABLE>
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CONSOLIDATED RESULTS OF OPERATIONS
YEAR ENDED APRIL 25, 1998 COMPARED TO THE YEAR ENDED APRIL 26, 1997
Consolidated revenues increased 23.4%, from $2,116.0 million in fiscal 1997,
to $2,611.7 million in fiscal 1998. This increase was primarily due to
acquisitions. Revenues for fiscal 1998 include revenues from 122 companies
acquired in business combinations accounted for under the purchase method after
the beginning of fiscal 1997 (the "Fiscal 1997 and 1998 Purchased Companies").
Revenues for fiscal 1997 include revenues from 71 of the Fiscal 1997 and 1998
Purchased Companies for a portion of such period. The increase in revenues was
partially offset by the effect on international revenues of the devaluation of
the New Zealand and Australian dollars versus the United States dollar ("USD").
Because revenues generated in New Zealand and Australia contributed
approximately one-third of the Company's consolidated revenues in fiscal 1998,
management estimates that the currency devaluation had the effect of reducing
the Company's increase in reported consolidated revenues (in U.S. dollar terms)
by approximately 4.8%.
International revenues increased 24.7%, from $708.4 million, or 33.5% of
consolidated revenues in fiscal 1997, to $883.0 million, or 33.8% of
consolidated revenues in fiscal 1998. The increase in international revenues was
primarily due to the inclusion, in the revenues for fiscal 1998, of revenues
from 39 companies that were acquired in business combinations accounted for
under the purchase method after the beginning of fiscal 1997, the most
significant of which was Whitcoulls Group Limited, which the Company's
wholly-owned subsidiary Blue Star Group Limited acquired in July 1996. Revenues
from 16 of such companies were included in international revenues for a portion
of fiscal 1997. The growth in international revenues was partially reduced by a
decline in the exchange rates of the New Zealand and Australian dollars against
the USD. International revenues in New Zealand and Australia, calculated in
their local currencies, increased 40.0% in fiscal 1998, as compared to fiscal
1997. From April 25, 1998 through June 24, 1998 these exchange rates declined
further. See "--Liquidity and Capital Resources" and "--Factors Affecting the
Company's Business-Operations Outside of the United States." The following table
illustrates the declines in the average exchange rates of the New Zealand and
Australian dollars versus the USD in fiscal 1998 and 1997:
<TABLE>
<CAPTION>
AVERAGE EXCHANGE RATES
-------------------------------------
<S> <C> <C> <C>
FISCAL FISCAL
1998 1997 DECLINE
----------- ----------- -----------
New Zealand dollar....................................................................... $ .62 $ .70 $ (.08)
Australian dollar........................................................................ .71 .79 (.08)
</TABLE>
Gross profit increased 21.6%, from $597.7 million in fiscal 1997, to $726.8
million in fiscal 1998. Gross profit as a percentage of revenues decreased from
28.2% in fiscal 1997 to 27.8% in fiscal 1998. The decrease in gross profit as a
percentage of revenues was due primarily to a shift in revenue mix, primarily as
a result of acquisitions, to revenues from traditionally lower margin products
and services. In addition, the Company experienced a slight decline in gross
profit as a percentage of revenues in the fourth quarter of fiscal 1998. The
Company believes that a number of factors have contributed to this slight
decline and is currently working to isolate and address such factors. This
decrease was partially offset by improved purchasing and rebate programs
negotiated with vendors. The Company expects to continue to negotiate favorable
purchasing and rebate programs with vendors. However, the Company does not
believe that it will be able to continue to improve these programs at the same
rates as in the past, as significant progress has already been made with
vendors.
Selling, general and administrative expenses increased 21.1%, from $488.2
million in fiscal 1997, to $591.5 million in fiscal 1998, primarily due to the
inclusion of the results of the Fiscal 1997 and 1998 Purchased Companies.
Selling, general and administrative expenses as a percentage of revenues
decreased from 23.1% in fiscal 1997 to 22.6% in fiscal 1998. The decrease in
selling, general and administrative expenses as a percentage of revenues was due
to several factors, including (i) a shift in revenue mix,
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primarily as a result of acquisitions, to revenues from products and services
traditionally having lower selling, general and administrative expenses; (ii)
reductions in selling, general and administrative expenses by the Company
through the consolidation of certain redundant facilities and job functions; and
(iii) reductions in the level of many general and administrative expenses
incurred by the Company through the negotiation of national or other large-scale
contracts with the providers of certain services affecting these general and
administrative expenses.
The Company has historically utilized grants of employee stock options as a
method of incentivizing employees by increasing their ownership interest in the
Company, which the Company believes has the effect of more closely aligning
their interests with the interests of stockholders of the Company. As a result
of this use of stock options, if the Company had recorded compensation expense
based upon the fair market value of such stock options on the dates of grant
under the methodology prescribed by Statement of Financial Accounting Standards
("SFAS") No. 123, "Accounting for Stock-Based Compensation," the Company's
income from continuing operations for fiscal 1998 would have been reduced by
approximately $19.1 million or 44.0%. In addition, as a result of the
Distributions, and consistent with and the anti-dilution provisions of the
Company's stock option plan and generally accepted accounting principles
("GAAP"), the Company adjusted the number of employee stock options and the
exercise prices of such options to keep option holders in the same economic
position immediately before and after the Distributions. The net impact of this
adjustment and the additional adjustment made under the stock option plan to
reflect the Reverse Stock Split was to reduce the number of options outstanding
by slightly more than one-half and to slightly less than double the exercise
prices of such options. Because the Reverse Stock Split reduced the number of
shares outstanding by 75%, these option adjustments had the effect of increasing
the number of stock options outstanding, as a percentage of total shares
outstanding. As a result of these adjustments as of July 13, 1998, the Company
was not able to grant additional stock options to employees, as the Company's
stock option plan prohibits additional grants to be made if such additional
grants would cause the total number of stock options outstanding to exceed 20%
of total shares outstanding. The Company is currently reviewing its cash and
non-cash compensation programs to ensure that they remain competitive and to
assess what approach it should take to future long-term incentive awards
(including stock options and other equity-based awards). The Company believes
that it offers market competitive cash compensation packages and does not expect
that the current limits on its ability to issue stock options will have a
material adverse impact on its ability to attract and retain qualified
employees.
Amortization expense increased 60.6%, from $12.4 million in fiscal 1997, to
$19.9 million in fiscal 1998. This increase is due exclusively to the increase
in the number of purchase acquisitions, including the 12 acquisitions related to
continuing operations that had originally been accounted for under the pooling-
of-interests method but were restated as purchase acquisitions as a result of
the Strategic Restructuring Plan, included in the results for fiscal 1998 versus
fiscal 1997. The Company expects that amortization expense will be higher in
fiscal 1999 because amortization expense from these 12 acquisitions will be
included for the entire year. See "--Factors Affecting the Company's
Business--Intangible Assets."
The Company incurred non-recurring acquisition costs of approximately $8.0
million during fiscal 1997, in conjunction with business combinations that were
accounted for under the pooling-of-interests method. The Company did not incur
any non-recurring acquisition costs in fiscal 1998 because all of the Company's
acquisitions in fiscal 1998 were accounted for under the purchase method. These
non-recurring acquisition costs included accounting, legal and investment
banking fees, real estate and environmental assessments and appraisals, various
regulatory fees and recognition of transaction related obligations. GAAP
requires the Company to expense all acquisition costs (both those paid by the
Company and those paid by the sellers of the acquired companies) related to
business combinations accounted for under the pooling-of-interests method. In
accordance with GAAP, the Company may be unable to utilize the pooling-
of-interests method to account for acquisitions for a period of up to six to
nine months following the completion of the Strategic Restructuring Plan. During
this period, the Company would not reflect any
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non-recurring acquisition costs in its results of operations, as all costs
incurred of this nature would be related to acquisitions accounted for under the
purchase method and would, therefore, be capitalized as a portion of the
purchase consideration.
The Company incurred restructuring costs of approximately $6.2 million
during fiscal 1998 and $4.2 million during fiscal 1997. These costs represent
the external costs and liabilities to close redundant Company facilities,
severance costs related to the Company's employees and other costs associated
with the Company's restructuring plans. As discussed in "--Introduction," the
Company expects to record significant additional restructuring costs in the
first quarter of fiscal 1999 in connection with the consolidation of its
operations.
Interest expense, net of interest income, increased 23.3% from $29.2 million
in fiscal 1997, to $36.0 million in fiscal 1998. This was due primarily to a
reduction in interest income during fiscal 1998. The Company earned interest
income on the proceeds from the issuance of an aggregate of $230.0 million of
the 2003 Notes in May and June of 1996 (the first quarter of fiscal 1997). These
proceeds were subsequently used to fund a portion of the cash consideration used
in business combinations. Interest expense has remained relatively consistent,
as steadily increasing borrowings and a declining cash position have been offset
by the repayment of debt from the proceeds of a stock offering in January 1997
and declining interest rates. As a result of the completion of the Strategic
Restructuring Plan and the related Financing Transactions, the amount of debt
outstanding and the interest rates related to such debt increased significantly,
as compared to April 25, 1998. As a result, the Company expects that interest
expense will increase significantly in fiscal 1999 as compared to fiscal 1998.
See "--Liquidity and Capital Resources" and "--Factors Affecting the Company's
Business--Substantial Leverage; Ability to Service Debt."
Other income increased 68.8%, from $4.2 million in fiscal 1997, to $7.1
million in fiscal 1998. Other income for fiscal 1998 of $7.1 million consisted
primarily of a $4.7 million marketing fee, a gain on the sale of an investment
and the Company's 49% share of the net income from Dudley. The Company acquired
its interest in Dudley in November 1996. Other income for fiscal 1997 of $4.2
million consisted primarily of a foreign currency gain of $3.4 million. Although
management is pursuing additional opportunities to generate other income from
arrangements with third parties that desire access to the Company's distribution
network and customer base, management cannot predict whether or when such
opportunities will be realized, or what amount of other income might be
available to the Company.
Provision for income taxes increased from $27.9 million in fiscal 1997 to
$36.9 million in fiscal 1998, reflecting effective income tax rates of 46.7% and
45.9%, respectively. During both fiscal years, the effective income tax rates
reflect the recording of income tax provisions at the federal statutory rate of
35.0%, plus applicable state and local taxes. In addition, the effective income
tax rates were increased in both periods to reflect the incurrence of
non-deductible goodwill amortization expense. The provision for income taxes for
fiscal 1997 also reflects the incurrence of non-deductible, non-recurring
acquisition costs offset by the effect of several business combinations in such
period accounted for under the pooling-of-interests method, where the acquired
companies were not subject to federal income taxes on a corporate level as they
had elected to be treated as subchapter S corporations prior to being acquired
by the Company. As a result of the completion of the Strategic Restructuring
Plan, the amount of non-deductible goodwill has increased significantly and the
Company expects that income before income taxes will decrease. As a result, the
Company expects that its effective income tax rate will be significantly higher
in fiscal 1999 than it was in prior years.
Income from discontinued operations decreased 11.5% from $26.8 million in
fiscal 1997 to $23.7 million in fiscal 1998. See note 3 to the Company's audited
consolidated financial statements.
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YEAR ENDED APRIL 26, 1997 COMPARED TO THE YEAR ENDED APRIL 30, 1996
Consolidated revenues increased 99.3%, from $1,061.5 million in fiscal 1996,
to $2,116.0 million in fiscal 1997. This increase was primarily due to the
inclusion in fiscal 1997 of revenues from the 71 companies related to continuing
operations that were acquired in business combinations accounted for under the
purchase method during fiscal 1997 (the "Fiscal 1997 Purchased Companies") from
their respective dates of acquisition and revenues from the 26 companies related
to continuing operations that were acquired in business combinations accounted
for under the purchase method during fiscal 1996 (the "Fiscal 1996 Purchased
Companies") for the entire year. Revenues in fiscal 1996 include revenues from
the Fiscal 1996 Purchased Companies from their respective dates of acquisition.
International revenues increased from $84.8 million, or 8.0% of consolidated
revenues, in fiscal 1996, to $708.4 million, or 33.5% of consolidated revenues
in fiscal 1997. International revenues consisted primarily of revenues from New
Zealand and Australia, with the balance from Canada. The increase in
international revenues was primarily due to the inclusion, in the revenues for
fiscal 1997, of revenues from 16 companies that were acquired in business
combinations accounted for under the purchase method during fiscal 1997. Fiscal
1996 international revenues include the results of two companies for the entire
year and the results of two companies acquired in fiscal 1996 in business
combinations accounted for under the purchase method.
Gross profit increased 119.7%, from $272.1 million, or 25.6% of revenues, in
fiscal 1996, to $597.7 million, or 28.2% of revenues, in fiscal 1997. The
increase in gross profit as a percentage of revenues was due primarily to a
shift in revenue mix resulting in a higher proportion of revenues from
traditionally higher margin products and services, primarily as a result of the
increase in products sold in New Zealand and Australia and as a result of
improved purchasing and rebate programs negotiated with vendors. The Company
expects to continue to negotiate favorable purchasing and rebate programs with
vendors. However, the Company does not believe that it will be able to continue
to improve these programs at the same rates as in the past, as significant
progress has already been made with vendors.
Selling, general and administrative expenses increased 110.8%, from $231.6
million, or 21.8% of revenues, in fiscal 1996, to $488.2 million, or 23.1% of
revenues, in fiscal 1997. The increase in selling, general and administrative
expenses as a percentage of revenues was due primarily to a shift in revenue mix
resulting in a higher proportion of revenues from products and services with
traditionally higher selling, general and administrative expenses, such as
products sold in New Zealand and Australia.
Amortization expense increased from $2.7 million in fiscal 1996 to $12.4
million in fiscal 1997. This increase is due exclusively to the increase in the
number of purchase acquisitions included in the results for fiscal 1997 versus
fiscal 1996.
The Company incurred non-recurring acquisition costs of $8.1 million and
$8.0 million during fiscal 1996 and 1997, respectively, in conjunction with
business combinations accounted for under the pooling-of-interests method. The
non-recurring acquisition costs reflect the completion of 14 and 25 business
combinations accounted for under the pooling-of-interests method during fiscal
1996 and fiscal 1997, respectively. The non-recurring acquisition costs in
fiscal 1996 included a charge of approximately $4.7 million related to one
business combination which included the payment of significant
transaction-related compensation obligations.
The Company also incurred restructuring costs of approximately $682,000 and
$4.2 million during fiscal 1996 and 1997, respectively. These costs represent
the external costs and liabilities to close redundant Company facilities,
severance costs related to the Company's employees and other costs associated
with the Company's restructuring plans.
Interest expense, net of interest income, increased 531.0%, from $4.6
million in fiscal 1996, to $29.2 million in fiscal 1997. This increase was due
primarily to the increase in the Company's borrowings through the issuance of an
aggregate of $373.8 million of 2001 Notes and 2003 Notes during the fourth
quarter of
8
<PAGE>
fiscal 1996 and the first quarter of fiscal 1997 and an increase in the
outstanding balance under the Company's credit facility. The proceeds from the
issuance of the 2001 Notes and the 2003 Notes and the additional borrowings
under the credit facility were used primarily to fund the cash portion of the
consideration in certain business combinations accounted for under the purchase
method and to refinance indebtedness assumed in business combinations.
Other income increased 518.9%, from $684,000 in fiscal 1996, to $4.2 million
in fiscal 1997. Fiscal 1997 other income consists primarily of foreign currency
gains and equity in the net income of Dudley.
Provision for income taxes increased from $6.0 million in fiscal 1996 to
$27.9 million in fiscal 1997, reflecting effective income tax rates of 24.0% and
46.7%, respectively. The low effective income tax rate in fiscal 1996, compared
to the federal statutory rate of 35.0%, was primarily due to the fact that
several of the companies included in the results for such year, which were
acquired in business combinations accounted for under the pooling-of-interests
method, were not subject to federal income taxes on a corporate level as they
had elected to be treated as subchapter S corporations prior to being acquired
by the Company. In fiscal 1997, this effect was offset by the increase in
non-deductible expenses, including amortization of goodwill and non-recurring
acquisition costs.
Income from discontinued operations increased 69.9% from $15.8 million in
fiscal 1996 to $26.8 million in fiscal 1997. See note 3 to the Company's audited
consolidated financial statements.
During fiscal 1997, the Company incurred extraordinary items totaling $1.5
million, which represent the aggregate expenses, net of the expected tax
benefit, associated with the early termination of the Company's $50 million
credit facility with First Bank National Association and the early termination
of credit facilities at two companies acquired in transactions accounted for
under the pooling-of-interests method during fiscal 1997.
LIQUIDITY AND CAPITAL RESOURCES
On a pro forma basis, at April 25, 1998, the Company had working capital of
$391.2 million, long-term debt of $1,162.6 million and capitalization of
$1,738.2 million. Such pro forma amounts give effect to the Strategic
Restructuring Plan, including the Financing Transactions, as if such
transactions had occurred on April 25, 1998.
In June 1998, the Company completed the Strategic Restructuring Plan. See
"--Introduction." The Company financed the aggregate cost of purchasing shares
in the Equity Tender, repurchasing $222.2 million of its 5 1/2% convertible
subordinated notes due 2003, and repaying its former credit facility with the
proceeds of the Equity Investment, the net proceeds from the sale and issuance
of the 2008 Notes and borrowings under the Credit Facility. The Company also
incurred significant transaction (including financing) costs and expenses. See
"--Results of Operations." In connection with the completion of the Strategic
Restructuring Plan, the Company incurred approximately $400.0 million of
additional indebtedness, and the weighted average annual interest rate on all
outstanding indebtedness increased from approximately 6.8% prior to completion
of the Strategic Restructuring Plan to approximately 9.2% after completion of
the Strategic Restructuring Plan. At June 24, 1998, the Company had $775.0
million outstanding under its Credit Facility and availability of $450.0
million.
Upon completion of the Strategic Restructuring Plan, the Company terminated
and repaid the balance outstanding under its former $500.0 million credit
facility and entered into the Credit Facility. The Credit Facility provides for
an aggregate principal amount of $1,225.0 million, consisting of (i) a
seven-year multi-draw term loan facility totaling $200.0 million, (ii) a
seven-year revolving credit facility totaling $250.0 million, (iii) a seven-year
term loan facility totaling $100.0 million, and (iv) an eight-year term loan
facility totaling $675.0 million. In connection with the completion of the
Strategic Restructuring Plan and the Financing Transactions, the Company
borrowed the full amount of the two single-draw term loan facilities. The
multi-draw facility and the revolving facility remain available for future
borrowings. Interest
9
<PAGE>
rates on such borrowings bear interest, at the Company's option, at the lending
bank's base rate plus an applicable margin of up to 1.50%, or a eurodollar rate
plus an applicable margin of up to 2.50%. The Company's obligations under the
Credit Facility are guaranteed by its present domestic subsidiaries; future
material domestic subsidiaries will also be required to guarantee these
obligations. The Credit Facility is secured by substantially all of the assets
of the Company and its domestic subsidiaries; future material domestic
subsidiaries also will be required to pledge their assets as security. The
Company was required to enter into arrangements to ensure that the effective
interest rate paid by the Company on at least 50% of the aggregate amount
outstanding under the Credit Facility and the 2008 Notes was at a fixed rate of
interest. As a result, the Company has entered into interest rate swap
arrangements to limit the LIBOR-based interest rate exposure on $500.0 million
of the outstanding balance under the Credit Facility to rates ranging from 5.7%
to 6.0%. The interest rate swap agreements expire over a period ranging from
2001 to 2003. As a result of these swap agreements, the Company has fixed the
interest rates on $900 million (77%) of the long-term debt outstanding at June
24, 1998.
The Credit Facility includes, among others, restrictions on the Company's
ability to incur additional indebtedness, sell assets, pay dividends, or engage
in certain other transactions, and requirements that the Company maintain
certain financial ratios, and other provisions customary for loans to highly
leveraged companies, including representations by the Company, conditions to
funding, cost and yield protections, restricted payment provisions, amendment
provisions and indemnification provisions. The Credit Facility is subject to
mandatory prepayment in a variety of circumstances, including upon certain asset
sales and financing transactions, and also from excess cash flow (as defined in
the Credit Facility). The 2008 Notes are also guaranteed by the Company's
present domestic subsidiaries; future material domestic subsidiaries will also
be required to guarantee the 2008 Notes. The indenture governing the 2008 Notes
places restrictions on the Company's ability to incur indebtedness, to make
certain payments, investments, loans and guarantees and to sell or otherwise
dispose of a substantial portion of its assets to, or merge or consolidate with,
another entity. The eight-year term loan facility contains negative covenants
and default provisions substantially similar to those contained in the indenture
governing the 2008 Notes.
On a historical basis, the Company's working capital was $234.0 million at
April 26, 1997 and $53.0 million at April 25, 1998. Long-term debt was $380.2
million at April 26, 1997 and $382.2 million at April 25, 1998. The decline in
working capital was due primarily to an increase in the Company's borrowings
under its former credit facility from $140.1 million at April 26, 1997 to $365.0
million at April 25, 1998. The increase in the borrowings under the former
credit facility was primarily to fund the purchase price of acquisitions and to
repay higher-cost debt assumed in acquisitions. In addition, in fiscal 1997 the
Company completed the public sale, at a gross price of $88.00 per share, of
approximately 3.3 million shares of common stock. The net proceeds to the
Company were approximately $275.7 million and were used to repay a portion of
the balance outstanding under the former credit facility.
During fiscal 1998, the New Zealand and Australian dollars weakened against
the USD. The New Zealand exchange rate declined from U.S. $.69 at April 27, 1997
to U.S. $.56 at April 25, 1998. The Australian exchange rate declined from U.S.
$.78 at April 27, 1997 to U.S. $.65 at April 25, 1998. This resulted in a
reduction in stockholders' equity, through a cumulative translation adjustment,
of approximately $105.7 million, reflecting the impact of the declining exchange
rate on the Company's investments in its New Zealand and Australian
subsidiaries. In addition, the devaluation has adversely affected the return on
the Company's investment in its New Zealand and Australian operations. If the
exchange rates stabilize at current rates or continue to decline, the Company's
return on assets and equity from its New Zealand and Australian operations will
continue to be depressed. Subsequent to April 25, 1998, the New Zealand and
Australian dollars have continued to weaken against the USD. As of June 24,
1998, the New Zealand dollar equaled U.S. $0.51 and the Australian dollar
equaled U.S. $0.61. See "--Factors Affecting the Company's Business--Operations
Outside the United States."
As a result of the Company's increased indebtedness, a portion of the cash
flows from the Company's international operations will be required to service
debt and interest payments. The Company expects that
10
<PAGE>
it will incur additional costs with respect to accessing cash flows from
international operations including such items as New Zealand and Australian
withholding and other taxes and foreign currency hedging costs. Subsequent to
April 25, 1998, the Company has entered into foreign currency forward contracts
against the New Zealand dollar with an aggregate notional amount of $25.0
million expiring in January through April 1999. The effect of these foreign
currency forward contracts is to limit the foreign currency exposure on $25.0
million of the Company's net investment in its New Zealand subsidiary at rates
of U.S. $.48 to U.S. $.51.
The Company anticipates its cash on hand, cash flows from operations and
borrowings available from the Credit Facility will be sufficient to meet its
liquidity requirements for its operations, capital expenditures and additional
debt service obligations for the remainder of the fiscal year. The Company does
not currently anticipate that any possible restructuring costs related to the
Company's planned cost reduction measures, coupled with the expected effects of
such cost reduction measures, would have a material adverse effect on the
Company's liquidity or cash flows. See "--Factors Affecting the Company's
Business--Change in Strategic Focus and Business and Growth Strategies" and
"--Factors Affecting the Company's Business--Challenges of Business
Integration." The Company anticipates capital expenditures of approximately
$40.0 million in both fiscal 1999 and fiscal 2000. The anticipated capital
expenditures will support the Company's district fulfillment center ("DFC")
program, computer system upgrades and maintenance of the Company's existing
infrastructure.
Subsequent to April 25, 1998 and through June 24, 1998, the Company
completed nine business combinations (eight related to continuing operations and
one related to discontinued operations) for an aggregate purchase price of $11.0
million, consisting of cash of $9.6 million and notes payable of $1.4 million.
During fiscal 1998, net cash provided by operating activities was $83.6
million. Net cash used in investing activities was $150.4 million, including
$69.3 million used for acquisitions, $46.7 million used for additions to
property and equipment and $40.8 million paid to Dudley to satisfy the remaining
commitment related to the Company's equity investment in Dudley. Net borrowings
increased $60.7 million during fiscal 1998, primarily to fund the purchase
prices of acquisitions, to repay higher-cost debt assumed in acquisitions and to
fund the remaining equity investment in Dudley. Discontinued operations used
$2.4 million of cash during fiscal 1998.
During fiscal 1997, net cash provided by operating activities was $15.8
million. Net cash provided by operating activities was impacted by the Company's
aggressive cash payment policies related to bringing current the accounts
payable balances at all acquired companies and earning all available cash
discounts offered by vendors for paying balances on reduced payment terms. Net
cash used in investing activities was $424.0 million, including $345.3 million
for acquisitions, $34.0 million for additions to property and equipment and
$41.3 million to make an equity investment in Dudley. Net cash provided by
financing activities was $277.4 million. The Company received net proceeds from
the sale of shares of its Common stock of $318.9 million and approximately
$225.4 million from the issuance of the 2003 Notes. These net proceeds were used
primarily to fund acquisitions and repay higher interest rate debt assumed in
acquisitions. Net cash used in discontinued operations was $8.2 million.
During fiscal 1996, net cash provided by operating activities was $19.2
million. Net cash used in investing activities was $120.1 million, including
$89.2 million used for acquisitions and $17.9 million used for additions to
property and equipment. Net cash provided by financing activities was $257.8
million. The Company received net proceeds from the sale of shares of its common
stock of $180.2 million and net proceeds from the issuance of the 2001 Notes of
approximately $139.0 million. These net proceeds were used primarily to fund
acquisitions, including the repayment of higher interest rate debt assumed in
business combinations. Net cash provided by discontinued operations was $1.7
million.
11
<PAGE>
FLUCTUATIONS IN QUARTERLY RESULTS OF OPERATIONS
The Company's business is subject to seasonal influences. The Company's
historical revenues and profitability in its core office products business have
been lower in the first two quarters of its fiscal year, primarily due to the
lower level of business activity in North America during the summer months. The
revenues and profitability of the Company's operations in New Zealand and
Australia and at MBE have generally been higher in the Company's third quarter.
As the Company's mix of businesses evolves through future acquisitions, these
seasonal fluctuations may continue to change. Therefore, results for any quarter
are not necessarily indicative of the results that the Company may achieve for
any subsequent fiscal quarter or for a full fiscal year.
Quarterly results also may be affected by the timing and magnitude of
acquisitions, the timing and magnitude of costs related to such acquisitions,
variations in the prices paid by the Company for the products it sells, the mix
of products sold, and general economic conditions. Moreover, the operating
margins of companies acquired by the Company may differ substantially from those
of the Company, which could contribute to the further fluctuation in its
quarterly operating results. Therefore, results for any quarter are not
necessarily indicative of the results that the Company may achieve for any
subsequent fiscal quarter or for a full fiscal year.
The following tables set forth certain unaudited consolidated quarterly
financial data for the fiscal years ended April 25, 1998 and April 26, 1997 (in
thousands). The information has been derived from unaudited consolidated
financial statements that in the opinion of management reflect all adjustments,
consisting only of normal recurring accruals, necessary for a fair presentation
of such quarterly information.
<TABLE>
<CAPTION>
FISCAL 1998 QUARTERS
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FIRST SECOND THIRD FOURTH TOTAL
---------- ---------- ---------- ---------- ------------
<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues.................................................. $ 614,814 $ 649,340 $ 665,959 $ 681,627 $ 2,611,740
Gross profit.............................................. 170,782 179,256 189,220 187,590 726,848
Operating income.......................................... 23,802 28,300 37,289 19,869 109,260
Income from continuing operations......................... 9,035 12,770 15,431 6,240 43,476
Income (loss) from discontinued operations................ 10,951 11,428 3,085 (1,752) 23,712
Net income................................................ 19,986 24,198 18,516 4,488 67,188
Per share amounts:
Basic:
Income from continuing operations....................... 0.34 0.46 0.48 0.18 1.45
Income (loss) from discontinued operations.............. 0.41 0.42 0.10 (0.05) 0.80
Net income.............................................. 0.75 0.88 0.58 0.13 2.25
Diluted:
Income from continuing operations....................... 0.33 0.45 0.47 0.18 1.43
Income (loss) from discontinued operations.............. 0.41 0.40 0.09 (0.05) 0.77
Net income.............................................. 0.74 0.85 0.56 0.13 2.20
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
FISCAL 1997 QUARTERS
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FIRST SECOND THIRD FOURTH TOTAL
---------- ---------- ---------- ---------- ------------
<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues.................................................. $ 364,195 $ 537,334 $ 596,791 $ 617,634 $ 2,115,954
Gross profit.............................................. 98,299 153,284 169,329 176,755 597,667
Operating income.......................................... 12,909 22,473 25,668 23,784 84,834
Income from continuing operations before extraordinary
items................................................... 6,855 9,771 8,767 6,545 31,938
Income from discontinued operations....................... 9,475 8,933 2,003 6,389 26,800
Extraordinary items....................................... (612) (838) (1,450)
Net income................................................ 16,330 18,092 10,770 12,096 57,288
Per share amounts:
Basic:
Income from continuing operations before extraordinary
items................................................. 0.34 0.45 0.39 0.25 1.42
Income from discontinued operations..................... 0.46 0.41 0.09 0.25 1.19
Extraordinary items..................................... (0.03) (0.03) (0.06)
Net income.............................................. 0.80 0.83 0.48 0.47 2.55
Diluted:
Income from continuing operations before extraordinary
items................................................. 0.33 0.44 0.38 0.25 1.39
Income from discontinued operations..................... 0.45 0.40 0.09 0.25 1.17
Extraordinary items..................................... (0.02) (0.03) (0.06)
Net income.............................................. 0.78 0.82 0.47 0.47 2.50
</TABLE>
INFLATION
The Company does not believe that inflation has had a material impact on its
results of operations during fiscal 1996, 1997 or 1998.
NEW ACCOUNTING PRONOUNCEMENTS
REPORTING COMPREHENSIVE INCOME. In June 1997, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 130, "Reporting Comprehensive Income."
SFAS No. 130 establishes standards for the reporting and display of
comprehensive income and its components (revenues, expenses, gains and losses)
in a full set of general purpose financial statements. SFAS No. 130 requires
that all items required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. SFAS No. 130
is effective for fiscal years beginning after December 15, 1997.
Reclassification of financial statements for earlier periods provided for
comparative purposes is required. The Company intends to adopt SFAS No. 130 in
the fiscal year ending April 24, 1999.
DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION. In
June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." SFAS No. 131 establishes standards for
reporting information about operating segments in annual and interim financial
statements. Operating segments are determined consistent with the way management
organizes and evaluates financial information internally for making decisions
and assessing performance. It also requires related disclosures about products,
geographic areas, and major customers. SFAS 131 is effective for fiscal years
beginning after December 15, 1997. The Company intends to adopt SFAS No. 131 in
fiscal 1999.
13
<PAGE>
FACTORS AFFECTING THE COMPANY'S BUSINESS
A number of factors, including those discussed below, may affect the
Company's future operating results.
CHANGE IN STRATEGIC FOCUS AND BUSINESS AND GROWTH STRATEGIES. The Company
was founded in October 1994 and conducted no operations prior to the acquisition
of its founding companies in February 1995. Since that time, the Company has
grown primarily through an aggressive acquisition strategy. The Company is now
transitioning into a new stage of development, less reliant on acquisitions and
more focused on operational efficiencies, organic growth and improved profit
margins. The Company's ability to achieve these objectives will depend on a
number of factors, including its generation of increased revenues and margins in
existing businesses through, among other things, expansion into new markets and
additional "cross selling" activities; ability to continue to integrate existing
operations and new acquisitions without substantial delays or other problems;
and achievement of operating improvements and cost reductions, such as volume
purchasing arrangements, consolidation of general and administrative functions
and elimination of redundant facilities, and improvement of technology and
operating and distribution systems. In particular, the Company's ability to
achieve operating improvements will depend on successful implementation of its
plans to establish DFCs in the United States. There can be no assurance that
these efforts to achieve operating improvements will be successful or will
result in anticipated levels of cost savings and efficiencies or growth in
revenues and margins.
CHALLENGES OF BUSINESS INTEGRATION. Historically, the Company has grown
substantially through acquisitions. The Company's aggressive acquisition program
has produced a significant increase in revenues, employees, facilities and
distribution systems. While the Company's decentralized management strategy,
together with operating efficiencies resulting from the elimination of
duplicative functions and economies of scale, may present opportunities to
reduce costs, such strategies may initially require additional costs and
expenditures to expand operational and financial systems and corporate
management administration. Because of the various costs and possible
cost-savings strategies, historical operating results may not be indicative of
future performance. There also can be no assurance that the pace of the
Company's acquisitions will not adversely affect efforts to implement
cost-savings and integration strategies and to manage operations and
acquisitions profitably. Additionally, attempts to achieve economies of scale
through cost cutting and lay-offs of existing personnel may, at least in the
short term, have an adverse impact upon the Company. Delays in implementing
planned integration and consolidation strategies, or the failure of such
strategies to achieve anticipated cost savings, also could adversely affect the
Company's results of operations and financial condition. In addition, there can
be no assurance that the Company's management and financial controls, personnel,
computer systems and other corporate support systems will be adequate to manage
the increasing size and scope of its operations and its continuing acquisition
activity.
RISKS RELATED TO ACQUISITIONS. The Company intends to pursue selected
acquisition opportunities; however, no assurance can be given that the Company
will be able to identify, finance and complete additional suitable acquisitions
on acceptable terms, or that future acquisitions, if completed, will be
successful. The Company will likely incur additional debt to finance any
additional acquisitions. Certain limitations under Section 355 of the Internal
Revenue Code of 1986, as amended (the "Code"), may restrict the Company's
ability to issue capital stock for a period of time after the Distributions.
These limitations may restrict the Company's ability to undertake transactions
involving issuances of capital stock of the Company that management otherwise
believes would be beneficial. See "--Potential Limitations on Stock Issuances."
Acquired companies may not achieve future revenues and profitability levels that
justify the prices that the Company paid to acquire them. Acquisitions also may
involve a number of risks that could have a material adverse effect on future
operations and financial performance, including diversion of
14
<PAGE>
management's attention; unanticipated declines in revenues or profitability
following acquisitions; difficulties with the retention, hiring and training of
key personnel; risks associated with unanticipated business problems or legal
liabilities; and the amortization of acquired intangible assets, such as
goodwill.
OPERATIONS OUTSIDE OF THE UNITED STATES. Management also intends to
continue to focus significant attention and resources on international
operations and expects foreign revenues to continue to represent a significant
portion of the Company's total revenues. In general, the factors described in
this "Factors Affecting the Company's Business" section that apply to the
Company's domestic operations may also affect the Company's foreign operations.
In addition, the Company's foreign operations are subject to a number of other
risks, including fluctuations in currency exchange rates; new and different
legal and regulatory requirements in local jurisdictions; tariffs and trade
barriers; potential difficulties in staffing and managing local operations;
credit risk of local customers and distributors; potential difficulties in
protecting intellectual property; potential imposition of restrictions on
investments; potentially adverse tax consequences, including imposition or
increase of withholding and other taxes on remittances and other payments by
subsidiaries; and local economic, political and social conditions, including the
possibility of hyper-inflationary conditions, in certain countries. There can be
no assurance that one or a combination of these factors will not have a material
adverse impact on the Company's ability to maintain or increase its foreign
revenues or on its business, financial condition or results of operations.
Declines in the value of the New Zealand and Australian dollars relative to the
USD have adversely affected the Company's reported results. The Company cannot
predict whether these currencies will, in the future, continue to decline or
will increase in value relative to the USD. For a discussion of the impact of
recent declines in the value of these currencies on the Company's financial
condition and results of operations, see "--Results of Operations" and
"--Liquidity and Capital Resources."
Substantially all of the Company's indebtedness is denominated in U.S.
dollars. As a result, declines relative to the U.S. dollar in the value of the
currencies in which the Company's revenues are generated may materially
adversely affect the Company's business, financial condition and results of
operations and the ability of the Company to meet its obligations under
agreements relating to indebtedness.
SUBSTANTIAL LEVERAGE; ABILITY TO SERVICE DEBT. The Company incurred
substantial indebtedness in connection with the Strategic Restructuring Plan and
the Financing Transactions. As a result, total indebtedness at June 24, 1998 was
approximately $1,175 million. See "--Liquidity and Capital Resources." Subject
to limitations in its existing debt agreements, the Company could incur
additional indebtedness in the future. The Company's high leverage could have
material consequences to the Company, including, but not limited to, the
following: (i) the Company's ability to obtain additional financing in the
future for acquisitions, working capital, capital expenditures, general
corporate or other purposes may be impaired or any such financing may not be
available on terms favorable to the Company; (ii) a substantial portion of the
Company's cash flow will be required for debt service and, as a result, will not
be available for its operations and other purposes; (iii) a substantial decrease
in net operating cash flows or an increase in expenses could make it difficult
for the Company to meet its debt service requirements or force it to modify its
operations or sell assets; (iv) the Company's ability to withstand competitive
pressures may be limited; and (v) the Company's level of indebtedness could make
it more vulnerable to economic downturns, and reduce its flexibility in
responding to changing business and economic conditions. In addition, a portion
of the Company's borrowings under the Credit Facility are and will continue to
be at variable rates of interest, which exposes the Company to the risk of
increased interest rates. The ability of the Company to meet its debt service
and other obligations (including compliance with financial covenants) will be
dependent upon the future performance of the Company and its cash flows from
operations, which will be subject to prevailing economic conditions and
financial, business and other factors, certain of which are beyond the Company's
control. These factors could include general economic conditions, operating
difficulties, increased operating costs, product pricing pressures, potential
revenue instability arising from cost savings initiatives or other factors,
labor relations, the response of competitors or customers to the Company's
business strategy or projects and delays in implementation of the Company's
15
<PAGE>
business strategy. If the Company is unable to service its indebtedness, it may
be forced to pursue one or more alternative strategies, such as selling assets,
restructuring or refinancing its indebtedness, or seeking additional equity
capital. There can be no assurances that the Company would be able to take
actions or be able to service such indebtedness. Even it additional financing
could be obtained, there can be no assurance that it would be on terms that are
acceptable to the Company. In addition, the pledge of substantially all of the
Company's assets as collateral under the Credit Facility could impair the
Company's ability to obtain financing on terms favorable to the Company. If the
Company were unable to repay its indebtedness to the lenders under the Credit
Facility, such lenders could proceed against the collateral securing such
indebtedness, including substantially all of the Company's assets, and the
Company could be prohibited from making any payments on the 2008 Notes. The
indenture to the 2008 Notes also contains a number of restrictive covenants
relating to the Company. The Company's management does not have experience to
date operating a business with a substantial amount of leverage.
HIGHLY COMPETITIVE MARKETS. The Company operates in a highly competitive
environment. It generally competes with a large number of smaller, independent
companies, many of which are well-established in their markets. In addition, in
the United States, the NAOPG competes with five large office products companies,
each of which may have greater financial resources than the Company. Several of
the Company's large competitors operate in many of its geographic and product
markets, and other competitors may choose to enter its geographic and product
markets in the future. In addition, as a result of this competition, the Company
may lose customers or have difficulty acquiring new customers. As a result of
competitive pressures in the pricing of products, the Company's revenues or
margins may decline. The highly leveraged nature of the Company after the
transactions related to the Strategic Restructuring Plan and the Financing
Transactions could limit the Company's ability to continue to make necessary or
desirable investments or capital expenditures to compete effectively and to
respond to market conditions.
The Company faces significant competition to acquire additional businesses
as the office products industry undergoes continuing consolidation. Competition
is expected to increase in the domestic and international markets that the
Company serves or is planning to enter as consolidation occurs (or accelerates)
in those markets. A number of the Company's major competitors are actively
pursuing acquisitions on a global basis.
RISKS AFFECTING MAIL BOXES ETC. Various factors may affect MBE's business.
The United Parcel Service ("UPS") is a key vendor for MBE. The Company estimates
that a significant percentage of the gross revenues of a typical MBE retail
center in the United States is attributable to services provided by UPS. If UPS
were to raise its prices to MBE or otherwise materially adversely change the
terms on which it provides shipping services for MBE retail centers or if UPS
cannot provide service or provides limited services as it did during a 1997
strike by its employees, the revenues of MBE could be materially and adversely
affected. MBE conducts its business principally through franchisees or
licensees, with the result that MBE has limited control over franchisee
operations and is subject to significant government regulation of its legal
relationships with franchisees that limits the control that MBE has over its
franchisees. MBE also faces growing competition from the United States Postal
Service as it establishes postal service centers located in shopping centers and
other locations to compete against MBE and other similar retail service centers.
ABILITY OF INVESTOR TO INFLUENCE MANAGEMENT. As part of the Strategic
Restructuring Plan, Investor acquired shares, amounting to 24.9% of the
outstanding shares of the common stock after giving effect to the issuance of
such shares. Investor also acquired various warrants that give it the right to
acquire additional shares of common stock in the future that in certain
circumstances could increase its ownership to as much as 39.9% of the common
stock (if no currently outstanding stock options are exercised). Investor has,
among other things, the right (subject to certain conditions) to nominate three
of the nine members of the Company's Board of Directors (the "Board"), including
the Chairman of the Board. Investor will retain this right until Investor's
level of ownership of common stock declines by more than
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one-third. In addition, certain Board decisions will be subject to
super-majority voting provisions that, in certain circumstances, may require the
concurrence of at least one director nominated by Investor. The super-majority
voting provisions require the affirmative vote of three-fourths of the Board for
certain decisions such as the sale of certain equity securities; any merger,
tender offer involving the Company's equity securities or sale, lease or
disposition of all or substantially all of the Company's assets or other
business combination involving the Company; any dissolution or partial
liquidation of the Company; and certain changes to the Company's charter and
by-laws. These super-majority Board voting requirements may give Investor the
ability to block the approval of certain actions requiring the super-majority
vote of the Board. In addition, Investor's significant ownership of the common
stock may permit Investor to influence significantly matters requiring the
approval of the Company's stockholders.
INTANGIBLE ASSETS. As of April 25, 1998, approximately $923.0 million, or
45.7% of the Company's total assets on a pro forma basis, represented intangible
assets, the substantial majority of which was goodwill. As a result, a
substantial portion of the value of the Company's assets may not be available to
repay creditors in the event of a bankruptcy or dissolution of the Company. As a
result of the Equity Tender and the Distributions, the Company may be precluded
from completing business combinations accounted for under the
pooling-of-interests method for a period of up to six to nine months. Any
business combinations that the Company completes during this period will have to
be accounted for under the purchase method. As a result, the amount of goodwill
reflected on the Company's balance sheet will increase to the extent that the
Company acquires additional companies under the purchase method of accounting.
EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE. Sales of a substantial number of
shares of common stock, or the perception that such sales could occur, could
adversely affect prevailing market prices for shares of common stock. Investor
holds shares of common stock representing 24.9% of shares outstanding and
warrants to purchase an equal number of shares (plus additional shares in
certain circumstances). An investment agreement with Investor restricts
Investor's ability to sell these shares or warrants, but when these restrictions
expire (or if they are waived) Investor may sell these shares or warrants.
Additional shares may be issued either in connection with acquisitions by the
Company, upon exercise of outstanding options, options that may be issued in the
future, and warrants, and upon maturity or exercise of other rights to acquire
stock. The sale of shares upon exercise of options or by Investor, or the
perception that such sales could occur, may have an adverse effect on the
trading price of the common stock if a significant number of shares become
available over a limited period of time.
POTENTIAL LIABILITY FOR CERTAIN LIABILITIES OF THE SPIN-OFF COMPANIES. As
part of the Strategic Restructuring Plan, the Spin-Off Companies are expected to
indemnify the Company for certain liabilities that the Company could incur
relating to the Distributions, the operations of the Spin-Off Companies and
other matters. There can be no assurance that the Spin-Off Companies will be
able to satisfy any such indemnities, and the Company may therefore incur such
liabilities even if they arose out of the activities of the Spin-Off Companies.
The Company could be adversely affected if in the future the Spin-Off Companies
are unable to satisfy these obligations. In addition, the Company had agreed to
indemnify Investor and its affiliates against losses resulting from any of the
Spin-Off Companies failing to satisfy their indemnity obligations to the
Company.
POTENTIAL LIABILITY FOR TAXES RELATED TO THE DISTRIBUTIONS. In connection
with the Strategic Restructuring Plan, the Company received an opinion of
counsel that the Distributions qualify as tax-free spin-offs under Section 355
of the Code, and that the Distributions are not taxable under Section 355(e) of
the Code. That opinion was subject to certain assumptions and limitations and is
not, in any event, binding upon either the Internal Revenue Service or any
court.
If a Distribution fails to qualify as a tax-free spin-off under Section 355
of the Code, the Company will recognize a gain equal to the difference between
the fair market value of the Spin-Off Company's common stock on the date of the
Distribution and the Company's adjusted tax basis in the Spin-Off Company's
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<PAGE>
common stock on the date of the Distribution. In addition, each stockholder of
the Company will be treated as having received a taxable corporate distribution
in an amount equal to the fair market value (on the date of the Distribution) of
the Spin-Off Company's common stock distributed to such stockholder. If the
Company were to recognize gain on one or more Distributions, such gain would
likely be substantial.
If the Distribution is taxable under Section 355(e), but otherwise satisfies
the requirements of a tax-free spin-off, the Company will recognize gain equal
to the difference between the fair market value of the Spin-Off Company's common
stock on the date of the Distribution and the Company's adjusted tax basis in
the Spin-Off Company's common stock on the date of the Distribution. However, no
gain or loss will be recognized by holders of common stock (except with respect
to cash received in lieu of fractional shares). If the Company were to recognize
gain on one or more Distributions, such gain would likely be substantial.
POTENTIAL LIMITATIONS ON STOCK ISSUANCES. Certain limitations under Section
355 of the Code may restrict the Company's ability to issue capital stock after
the Distributions. These limitations will generally prevent the Company from
issuing capital stock to the extent the issuance is part of a plan or series of
related transactions that includes one or more of the Distributions and pursuant
to which one or more persons acquire capital stock of the Company that
represents 50% or more of the voting power or 50% or more of the value of the
Company's capital stock. These limitations may restrict the Company's ability to
undertake transactions involving issuances of capital stock of the Company that
management otherwise believes would be beneficial.
YEAR 2000 COMPLIANCE. The Company is currently continuing to review the
year 2000 compliance of software that it uses in its business. The Company's
Trinity system, which it is currently installing throughout its NAOPG operations
as the core operations system, is year 2000 compliant. However, the Company's
operating subsidiaries are, in some cases, using billing or other software that
is not yet year 2000 compliant. Based upon information that the Company has
collected from its operating subsidiaries, it expects to be able to achieve year
2000 compliance in 1999 and does not expect that the cost of making necessary
adaptations will be material to the Company. If the Company cannot make the
necessary adaptations on a timely basis, or if the costs are greater than
expected, the Company's business could be adversely affected. The Company also
is surveying major vendors and third-party service providers to ensure that
their systems are or will be year 2000 compliant. The Company is not presently
aware of any material problems in the year 2000 compliance plans of its major
vendors or service providers.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
U.S. OFFICE PRODUCTS COMPANY
By: /s/ THOMAS MORGAN
-----------------------------------------
Name: Thomas Morgan
Title: Chief Executive Officer
Date: September 2, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
President, Chief Executive
/s/ THOMAS MORGAN Officer and Director
- ------------------------------ (Principal Executive September 2, 1998
Thomas Morgan Officer)
Executive Vice President--
Financial, Chief
/s/ JOSEPH T. DOYLE Financial Officer and
- ------------------------------ Treasurer (Principal September 2, 1998
Joseph T. Doyle Financial Officer and
Principal Accounting
Officer)
*
- ------------------------------ Chairman of the Board of September 2, 1998
Charles P. Pieper Directors
*
- ------------------------------ Director September 2, 1998
Kevin J. Conway
*
- ------------------------------ Director September 2, 1998
Frank P. Doyle
*
- ------------------------------ Director September 2, 1998
Brian D. Finn
*
- ------------------------------ Director September 2, 1998
L. Dennis Kozlowski
*
- ------------------------------ Director September 2, 1998
Milton H. Kuyers
*
- ------------------------------ Director September 2, 1998
Allon H. Lefever
*
- ------------------------------ Director September 2, 1998
Edward J. Mathias
*By: /s/ THOMAS MORGAN
- ------------------------------
Thomas Morgan
Attorney-in-Fact
</TABLE>
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