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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended January 29, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to ______________
Commission File No. 0-20664
BOOKS-A-MILLION, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 63-0798460
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
402 INDUSTRIAL LANE
BIRMINGHAM, ALABAMA 35211
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (205) 942-3737
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 $.01 PER SHARE
(Title of Class)
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 [ ]
CONTINUED
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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 the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ].
The aggregate market value of the voting stock held by non-affiliates
of the Registrant (assuming for these purposes, but without conceding, that all
executive officers and directors are "affiliates" of the Registrant) as of April
17, 2000 (based on the closing sale price as reported on the NASDAQ National
Market on such date), was $50,797,958.
The number of shares outstanding of the Registrant's Common Stock as of
April 17, 2000 was 18,091,815.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the fiscal year ended
January 29, 2000 are incorporated by reference into Part II of this report.
Portions of the Proxy Statement for the Annual Meeting of Stockholders
to be held on June 6, 2000 are incorporated by reference into Part III of this
report.
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PART I
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This document contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, that involve a
number of risks and uncertainties. A number of factors could cause actual
results, performance, achievements of the Company, or industry results to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. These factors include,
but are not limited to, the competitive environment in the book retail industry
in general and in the Company's specific market areas; inflation; economic
conditions in general and in the Company's specific market areas; the number of
store openings and closings; the profitability of certain product lines, capital
expenditures and future liquidity; liability and other claims asserted against
the Company; uncertainties related to the Internet and the Company's Internet
initiative ; and other factors referenced herein. In addition, such
forward-looking statements are necessarily dependent upon assumptions, estimates
and dates that may be incorrect or imprecise and involve known and unknown
risks, uncertainties and other factors. Accordingly, any forward-looking
statements included herein do not purport to be predictions of future events or
circumstances and may not be realized. Given these uncertainties, shareholders
and prospective investors are cautioned not to place undue reliance on such
forward-looking statements. The Company disclaims any obligations to update any
such factors or to publicly announce the results of any revisions to any of the
forward-looking statements contained herein to reflect future events or
developments.
ITEM 1. BUSINESS
GENERAL
Books-A-Million, Inc. (the "Company" or the "Registrant") is a leading
book retailer and is one of the dominant book retailers in the southeastern
United States. The Company, which was founded in 1917, has developed three
distinct store formats to address the various market areas it serves.
Superstores, the first of which was opened in 1988, average approximately 20,000
square feet and operate under the name "Books-A-Million." Combination book and
greeting card stores, which are operated under the name "Bookland," have
approximately 4,500 square feet and are generally located in smaller markets
that do not readily sustain stand-alone book and greeting card stores.
"Traditional" bookstores, also operated under the name "Bookland," have
approximately 3,500 square feet and are located primarily in malls. All store
formats offer an extensive selection of best sellers and other hardcover and
paperback books, magazines, newspapers, cards and gifts. In addition to the
retail store formats, the Company offers its products over the Internet at
Booksamillion.com and Joemuggs.com. The Company is also a wholesaler of books
to, among others, bookstores, wholesale clubs, supermarkets, department stores
and mass merchandisers. Additionally, the Company has a subsidiary which
provides website development and maintenance services.
The Company was originally incorporated under the laws of the State of
Alabama in 1964 and was reincorporated in Delaware in September 1992. The
principal executive offices of the Company are located at 402 Industrial Lane,
Birmingham, Alabama 35211, and its telephone number is (205) 942-3737. Unless
the context otherwise requires, references to the Company include its wholly
owned subsidiaries, American Wholesale Book Company, Inc. ("American
Wholesale"), American Internet Services, Inc. ("AIS") and NetCentral, Inc.
("NetCentral").
BOOKS-A-MILLION SUPERSTORES
The Company opened its first Books-A-Million superstore in April 1988.
The Company developed its superstores to capitalize on the growing consumer
demand for the convenience, selection and value associated with the superstore
retailing format. Each superstore is designed to be a receptive and open
environment conducive to browsing and reading and includes ample space for
promotional events open to the public, including book autograph sessions and
children's storytelling. The Company operates 135 Books-A-Million superstores as
of January 29, 2000.
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Books-A-Million superstores emphasize selection, value and customer
service. Books-A-Million superstores offer an extensive selection of best
sellers and other hardcover and paperback books, magazines, local and
out-of-town newspapers, greeting cards and gifts. Books-A-Million superstores
also dedicate space to bargain books that are sold at a discount from
publishers' originally suggested retail prices. Each Books-A-Million superstore
has a centrally located service center staffed with associates who are
knowledgeable about the store's merchandise and who are trained to answer
customers' questions, assist customers in locating books within the store and
place special orders. The majority of the superstores also include an espresso
and coffee bar called Joe Muggs. The Company's superstores are conveniently
located on major, high-traffic roads and in enclosed malls or strip shopping
centers with adequate parking. Books-A-Million superstores are generally open
seven days a week from 9:00 a.m. to 11:00 p.m.
BOOKLAND STORES
The Company's Bookland stores utilize two formats, the combination and
traditional store formats, which are tailored to the size, demographics and
competitive conditions of the particular market area. Combination stores average
approximately 4,500 square feet and carry a broad selection of best sellers and
other hardcover and paperback books, bargain books, magazines, gifts and
greeting cards. Because of the increased customer traffic it generates, the
combination store format has been particularly successful in smaller market
areas that do not readily sustain stand-alone book and greeting card stores. The
Company has 24 combination stores as of January 29, 2000.
The Company's traditional bookstores average approximately 3,500 square
feet and offer a wide selection of best sellers and other hardcover and
paperback books, magazines and newspapers. The Company's traditional bookstores
are located in multiple types of market areas, but are generally located in
market areas that are larger than those in which combination stores are located.
The Company has 21 traditional bookstores as of January 29, 2000.
MERCHANDISING
The Company employs several value-oriented merchandising strategies.
Books on the Company's best-seller list, which is developed exclusively by the
Company based on its sales and customer demand in its stores, are generally sold
in the Company's superstores at 33% below publishers' suggested retail prices.
In addition, superstore customers can join the Millionaire's Club and save 10%
on all purchases in Books-A-Million superstores, including already discounted
best-sellers. Bookland store customers can join the Read & Save Club and enjoy
similar discounts. The Company's point-of-sale computer system provides the data
necessary to enable the Company to anticipate consumer demand and customize
store inventory selection to reflect local customer interest and demand.
MARKETING
The Company maintains a regional focus, which involves dedicating space
in its stores to books of regional and local interest and creating special
departments such as regional literature, cooking and religious books. Store
managers are given the flexibility to select titles that are responsive to
consumer demand in that particular market area, and the Company continuously
modifies its title selection in each bookstore to tailor selection to local
consumer preferences. The Company offers frequent promotions that have a
regional flavor, including book autograph sessions with popular regional
authors.
The Company promotes its bookstores principally through the use of
geographically concentrated newspaper advertising and direct mail circulars, as
well as point-of-sale materials posted and distributed in the stores. In certain
markets, television advertising is also used on a selective basis. Store
managers are instrumental in tailoring certain promotions for their particular
market area and in designing store displays. The Company also arranges for
special appearances and book autograph sessions with recognized authors to
attract customers and to build and reinforce customer awareness of its stores. A
substantial portion of the Company's advertising expenses are reimbursed from
publishers through their cooperative advertising programs.
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STORE OPERATIONS AND SITE SELECTION
In choosing specific store sites within a market area, the Company
applies standardized site selection criteria that take into account numerous
factors, including the local demographics, desirability of available leasing
arrangements, proximity to existing Company operations and overall level of
retail activity. In general, stores are located on major high-traffic roads
convenient to customers and have adequate parking. The Company generally
negotiates short-term leases with renewal options. The Company periodically
reviews the profitability trends and prospects of each of its stores and
evaluates whether or not any underperforming stores should be closed, converted
to a different format or relocated to more desirable locations.
INTERNET INITIATIVE
The Company, through its wholly owned subsidiary, AIS, sells a broad
range of products over the Internet under the name Booksamillion.com. Products
sold by Booksamillion.com are similar to that sold in the Company's
Books-A-Million superstores and include a wide selection of books, magazines and
gift items. Booksamillion.com also operates an online cafe on its web site under
the name Joemuggs.com. Joemuggs.com offers a wide selection of whole bean
coffee, confections and related gift items for purchase over the Internet. The
Company is assisted in its Internet development efforts through its wholly owned
subsidiary, NetCentral, Inc.
PURCHASING
The Company's purchasing decisions are centralized and are made by the
Company's merchandising department. The Company's buyers negotiate terms,
discounts and cooperative advertising allowances for all the Company's
bookstores and decide which books to purchase, in what quantity and for which
stores. The buyers use current inventory and sales information provided by the
Company's in-store point-of-sale computer system to make reorder decisions.
Although the majority of purchases are made by the Company's merchandising
department, individual store managers have the flexibility to influence
purchasing decisions in order to respond to local demand.
The Company purchases merchandise from over 500 vendors. The Company
purchases, the majority of its music inventory from one supplier and
substantially all of its magazines from another supplier, each of which is a
related party and the majority of its collectors' supplies from one supplier. No
one vendor accounted for more than 8.7% of the Company's overall merchandise
purchases in the fiscal year ended January 29, 2000. In general, approximately
80% of the Company's inventory may be returned by the Company for full credit,
which substantially reduces the Company's risk of inventory obsolescence.
DISTRIBUTION CAPABILITIES
American Wholesale receives a substantial portion of its inventory
shipments, including substantially all of its books, at its two facilities
located in Florence and Tuscumbia, Alabama. Orders from the Company's bookstores
are processed by computer and assembled for delivery to the stores on
pre-determined weekly schedules. Substantially all deliveries of inventory from
American Wholesale's facilities are made by their dedicated transportation
fleet. At the time deliveries are made to each of the Company's stores, returns
of slow moving or obsolete books are picked up and returned to the American
Wholesale returns processing center. American Wholesale then returns these books
to publishers for credit.
COMPETITION
The retail bookstore industry is highly competitive and includes
competitors that have substantially greater financial and other resources than
the Company. The Company competes directly with national and regional bookstore
chains, independent bookstores, booksellers on the Internet, certain mass
merchandisers and greeting card stores. The Company is one of the top three
retail bookstore chains in the nation. In recent years, competing bookstore
chains have been expanding their businesses and certain leading regional and
national chains have developed and opened superstores and Internet web sites.
The Company also experiences indirect competition from retail specialty stores
that offer books in a particular area of specialty. Management believes that the
key competitive factors in the retail book industry are convenience of location,
selection, customer service and price.
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SEASONALITY
Similar to many retailers, the Company's business is seasonal, with its
highest retail sales, gross profit and net income historically occurring in its
fourth fiscal quarter. This seasonal pattern reflects the increased demand for
books and gifts experienced during the year-end holiday selling season. Working
capital requirements are generally at their highest during the third fiscal
quarter and the early part of the fourth fiscal quarter due to the seasonality
of the Company's business. The Company's results of operations depend
significantly upon net sales generated during the fourth fiscal quarter, and any
significant adverse trend in the net sales of such period would have a material
adverse effect on the Company's results of operations for the full year. In
addition to seasonality, the Company's results of operations may fluctuate from
quarter to quarter as a result of the amount and timing of sales and profits
contributed by new stores as well as other factors. Accordingly, the addition of
a large number of new stores in a particular fiscal quarter could adversely
affect the Company's results of operations for that quarter.
TRADEMARKS
"Books-A-Million," "BAM!," "Bookland," "Books & Co.," "Millionaire's
Club," "Sweet Water Press," "Thanks-A-Million," "Big Fat Coloring Book," "Up All
Night Reader," "Kids-A-Million," "Teachers First," "The Write-Price,"
"Bambeanos," "Book$mart" and "NetCentral" are the primary registered trademarks
of the Company. Management does not believe that these trademarks are crucial to
the continuation of the Company's operations.
EMPLOYEES
As of fiscal year end, the Company employed approximately 2,800
full-time associates and 2,100 part-time associates. The number of part-time
associates employed by the Company fluctuates based upon seasonal needs. None of
the Company's associates are covered by a collective bargaining agreement, and
management believes that the Company's relations with its associates are
excellent.
ITEM 2. PROPERTIES
The Company's bookstores are located either in enclosed malls or strip
shopping centers. All of the Company's stores are leased. Generally, these
leases have terms ranging from five to ten years and require the Company to pay
a fixed minimum rental fee and/or a rental fee based on a percentage of net
sales together with certain customary costs (such as property taxes, common area
maintenance and insurance).
The Company's principal executive offices are located in a 20,550
square foot leased building located in Birmingham, Alabama. The lease, which is
with a related party, extends to January 31, 2001, and the Company has an option
to extend the lease for an additional five years.
American Wholesale owns its wholesale distribution center that is
located in an approximately 252,000 square foot facility located in Florence,
Alabama. During fiscal 1995 and 1996, the Company financed the acquisition and
construction of the wholesale distribution facility through loans obtained from
the proceeds of an industrial revenue bond, which are secured by a mortgage
interest in this facility. The Company also leases, from a related party, a
second warehouse facility, which is located in an approximately 286,000 square
foot facility in Tuscumbia, Alabama. In addition, the Company leases all of the
tractors that pull the company owned trailers, which comprise its transportation
fleet.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various legal proceedings incidental to its
business. In the opinion of management, after consultation with legal counsel,
the ultimate liability, if any, with respect to those proceedings is not
presently expected to materially affect the financial position or results of
operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information under the heading "Market and Dividend Information" on
page 24 of the Annual Report to Stockholders for the year ended January 29, 2000
is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information under the heading "Selected Consolidated Financial
Data" for the years ended February 3, 1996, through January 29, 2000 on page 4
of the Annual Report to Stockholders for the year ended January 29, 2000, is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information under the heading "Management's Discussion & Analysis
of Financial Condition & Results of Operations" on pages 5 through 7 of the
Annual Report to Stockholders for the year ended January 29, 2000 is
incorporated herein by reference.
ITEM 7.A. MARKET RISK
The Company is subject to market risk from interest rate fluctuations
involving its credit facilities. The average amount of debt outstanding under
the Company's credit facilities was $62.0 million during fiscal 2000. However,
the Company utilizes both fixed and variable debt to manage this exposure. On
February 9, 1998, the Company entered into an interest rate swap agreement with
a five year term which carries a notional principal amount of $30.0 million. The
swap effectively fixes the interest rate on $30.0 million of variable rate debt
at 6.78%. The swap agreement expires on February 9, 2003. The counter party to
the interest rate swap is one of the Company's primary banks. The Company
believes the credit and liquidity risk of the counter party failing to meet its
obligation is remote as the Company settles its interest position with the bank
on a quarterly basis.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements of the Registrant and its
subsidiaries included in the Annual Report to Stockholders for the year ended
January 29, 2000 are incorporated herein by reference:
Consolidated Balance Sheets as of January 29, 2000 and January 30,
1999.
Consolidated Statements of Operations for the Fiscal Years Ended
January 29, 2000, January 30, 1999 and January 31, 1998.
Consolidated Statements of Stockholders' Investment for the Fiscal
Years Ended January 29, 2000, January 30, 1999 and January 31, 1998.
Consolidated Statements of Cash Flows for the Fiscal Years Ended
January 29, 2000, January 30, 1999 and January 31, 1998.
Notes to Consolidated Financial Statements.
Report of Independent Public Accountants.
The information under the heading "Summary of Quarterly Results
(Unaudited)" on page 22 of the Annual Report to Stockholders for the
Fiscal Years Ended January 29, 2000 and January 30, 1999 are
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
The sections under the heading "Proposal I-Election of Directors"
entitled "Nominee for Election - Term Expiring 2003", "Incumbent Directors -
Term Expiring 2001" and "Incumbent Directors - Term Expiring 2002" on pages 3
and 4 of the Proxy Statement for the Annual Meeting of Stockholders to be held
June 6, 2000, are incorporated herein by reference for information on the
directors of the Registrant.
EXECUTIVE OFFICERS
All executive officers of the Company are elected annually by and serve
at the discretion of the Board of Directors. The executive officers of the
Company are listed below:
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
Clyde B. Anderson 39 Chairman of the Board and Chief Executive Officer
Sandra B. Cochran 41 President and Secretary
Terrance G. Finley 46 President, Booksamillion.com
Richard S. Wallington 41 Chief Financial Officer
Clyde B. Anderson has served as a director of the Company since August
1987. Mr. Anderson has served as the Chairman of the Board of the Company since
January 2000 and the Chief Executive Officer of the Company since July 1992. Mr.
Anderson served as the President of the Company from November 1987 to August
1999. From November 1987 to March 1994, Mr. Anderson also served as the
Company's Chief Operating Officer. Mr. Anderson serves on the Board of Directors
and the Compensation Committee of Hibbett Sporting Goods, Inc., a sporting goods
retailer. Mr. Anderson is the son of Charles C. Anderson and the brother of
Terry C. Anderson, both members of the Company's Board of Directors.
Sandra B. Cochran has served as President of the Company since August
1999 and Secretary since June 1998. Ms. Cochran served as the Executive Vice
President from February 1996 to August 1999 and as Chief Financial Officer from
September 1993 to August 1999. Ms. Cochran previously served as Vice President
and Assistant Secretary of the Company from August 1992 to September 1993. Prior
to joining the Company, Ms. Cochran served as a Vice President (as well as in
other capacities) of SunTrust Securities, Inc., a subsidiary of SunTrust Banks,
Inc. for more than five years.
Terrance G. Finley has served as the President of Booksamillion.com
since December 1998. Mr. Finley served as Senior Vice President - Merchandising
from January 1998 to December 1998. Mr. Finley served as Vice President -
Merchandising from April 1994 to January 1998 and was named an executive officer
of the Company in March 1995. Mr. Finley served as the General Manager of
Book$mart from February 1992 to April 1994. Prior to joining the Company, Mr.
Finley served as the Vice President - Sales for Smithmark Publishers.
Richard S. Wallington has served as the Chief Financial Officer of the
Company since August 1999. Mr. Wallington served as Vice President and
Controller from September 1993 to August 1999. Prior to joining the Company, Mr.
Wallington served as the Director of Financial Reporting for Woodward & Lothrop,
a retail department store.
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COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors, executive officers and persons who own
beneficially more than 10% of the Company's Common Stock to file reports of
ownership and changes in ownership of such stock with the Securities and
Exchange Commission (the "SEC") and the NASDAQ Stock Market, Inc. Directors,
executive officers and greater than 10% stockholders are required by SEC
regulations to furnish the Company with copies of all such forms they file. To
the Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, its directors, executive officers and greater than 10% stockholders
complied with all applicable Section 16(a) filing requirements during fiscal
2000.
ITEM 11. EXECUTIVE COMPENSATION
The sections under the heading "Executive Compensation," other than
those entitled "Report on Executive Compensation", "Compensation Committee
Interlocks and Insider Participation", "Certain Relationships and Related
Transactions" and "Performance Graph", on pages 8 through 16 of the Proxy
Statement for the Annual Meeting of Stockholders to be held June 6, 2000 are
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The section under the heading "Proposal I-Election of Directors"
entitled "Beneficial Ownership of Common Stock" on pages 6 and 7 of the Proxy
Statement for the Annual Meeting of Stockholders to be held June 6, 2000 is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The sections under the heading "Executive Compensation" entitled
"Compensation Committee Interlocks and Insider Participation" and "Certain
Relationships and Related Transactions" on pages 10 and 11 of the Proxy
Statement for the Annual Meeting of Stockholders to be held June 6, 2000 are
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The following Consolidated Financial Statements of Books-A-Million,
Inc. and its subsidiaries, included in the Registrant's Annual Report to
Stockholders for the fiscal year ended January 29, 2000 are incorporated by
reference in Part II, Item 8:
Consolidated Balance Sheets as of January 29, 2000 and January 30,
1999.
Consolidated Statements of Operations for the Fiscal Years Ended
January 29, 2000, January 30, 1999 and January 31, 1998.
Consolidated Statements of Stockholders' Investment for the Fiscal
Years Ended January 29, 2000, January 30, 1999 and January 31, 1998.
Consolidated Statements of Cash Flows for the Fiscal Years Ended
January 29, 2000, January 30, 1999 and January 31, 1998.
Notes to Consolidated Financial Statements.
Report of Independent Public Accountants.
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2. Financial Statement Schedule:
The following consolidated financial statement schedule of
Books-A-Million, Inc. is attached hereto:
Schedule 2 Valuation and Qualifying Accounts
All other schedules for which provision is made in the
applicable accounting regulations of the Securities and Exchange Commission
are not required under the related instructions or are not applicable, and
therefore have been omitted.
3. Exhibits **
Exhibit Number
--------------
3.1 -- Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to
Registration Statement on Form S-1, File No.
33-52256, originally filed September 21, 1992).
3.2 -- Bylaws of the Registrant (incorporated by reference
to Exhibit 3.2 to Registration Statement on Form S-1,
File No. 33-52256, originally filed September 21,
1992).
4.1 -- See Exhibits 3.1 and 3.2 hereto incorporated herein
by reference to the Exhibits of the same number to
Registration Statement on Form S-1, File No.
33-52256, originally filed September 21, 1992.
10.1 -- Lease Agreement between First National Bank of
Florence, Alabama, as Trustee, and Bookland Stores,
Inc. (which is a predecessor of the Registrant), an
Alabama corporation, dated January 30, 1991
(incorporated by reference to Exhibit 10.1 to
Registration Statement on Form S-1, File No.
33-52256, originally filed September 21, 1992).
*10.2 -- Amended and Restated Stock Option Plan (incorporated
by reference to Exhibit 10.2 to Annual Report on Form
10-K for the fiscal year ended January 30, 1999, File
No. 0-20664, filed on April 30, 1999).
*10.3 -- Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.7 to Registration Statement
on Form S-1, File No. 33-52256, originally filed
September 21, 1992).
*10.4 -- Amendment to Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.6 to Annual
Report on Form 10-K for the fiscal year ended January
29, 1994, File No. 0-20664, filed on April 29, 1994).
*10.5 -- 1999 Amended and Restated Employee Stock Purchase
Plan.
*10.6 -- 401(k) Plan (together with related documents)
(incorporated by reference to Exhibit 10.9 to
Registration Statement on Form S-1, File No.
33-52256, originally filed September 21, 1992).
10.7 -- Shareholders Agreement dated as of September 1, 1992
(incorporated by reference to Exhibit 10.9 to Annual
Report on Form 10-K for the fiscal year ended January
31, 1993, File No. 0-20664, filed May 3, 1993).
*10.8 -- Executive Incentive Plan (incorporated by reference
to Exhibit 10.8 to Annual Report on Form 10-K for the
fiscal year ended January 28, 1995, File No. 0-20664,
filed April 28, 1995).
10.9 -- Short-Term Credit Agreement dated as of October 27,
1995, between the Company and AmSouth Bank, N.A.
(incorporated by reference to Exhibit 10.6 to Annual
Report on Form 10-K for the fiscal year ended
February 3, 1996, File No. 0-20664, filed May 3,
1996).
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10.10 -- Revolving Loan Agreement dated as of October 27, 1995
between the Company and AmSouth Bank, N.A.
(incorporated by reference to Exhibit 10.10 to Annual
Report on Form 10-K for the fiscal year ended
February 3, 1996, File 0-20664, filed May 3, 1996).
10.11 -- First amendment to Short-Term Credit Agreement, dated
as of November 1, 1996 between the Company and
AmSouth Bank, N.A. (incorporated by reference to
Exhibit 10.11 to Annual Report on Form 10-K for the
fiscal year ended February 1, 1997, File 0-20664,
filed May 2, 1997).
10.12 -- First amendment to Revolving Loan Agreement dated
June 4, 1997 between the Company and AmSouth Bank of
Alabama, SunTrust Bank, Atlanta and NationsBank, N.A.
and Master Assignment and Acceptance Agreement dated
November 7, 1997 between AmSouth Bank, NationsBank,
N.A., SunTrust Bank, Atlanta and SouthTrust Bank, N.
A. (incorporated by reference to Exhibit 10.11 to
Annual Report on Form 10-K for the fiscal year ended
January 31, 1998, File 0-20664, filed May 1, 1998).
10.13 -- Second amendment to Short-Term Credit Agreement,
dated June 4, 1997 between the Company and AmSouth
Bank of Alabama (incorporated by reference to Exhibit
10.12 to Annual Report on Form 10-K for the fiscal
year ended January 31, 1998, File 0-20664, filed May
1, 1998).
10.14 -- Second amendment to Revolving Loan Agreement dated
June 19, 1998 between the Company and AmSouth Bank of
Alabama, SunTrust Bank, Atlanta, NationsBank, N.A.
and SouthTrust Bank, National Association and Master
Assignment and Acceptance Agreement dated November 7,
1997 between AmSouth Bank, NationsBank, N.A.,
SunTrust Bank, Atlanta and SouthTrust Bank, N. A.
(incorporated by reference to Exhibit 10.14 to
Annual Report on Form 10-K for the fiscal year ended
January 30, 1999, File No. 0-20664, filed on April
30, 1999).
10.15 -- Third amendment to Short-Term Credit Agreement, dated
June 3, 1998 between the Company and AmSouth Bank of
Alabama (incorporated by reference to Exhibit 10.15
to Annual Report on Form 10-K for the fiscal year
ended January 30, 1999, File No. 0-20664, filed on
April 30, 1999).
10.16 -- Third amendment to Revolving Loan Agreement dated
June 18, 1999 between the Company and AmSouth Bank of
Alabama, SunTrust Bank, Atlanta, NationsBank, N.A.
and SouthTrust Bank, National Association and Master
Assignment and Acceptance Agreement dated November 7,
1997 between AmSouth Bank, NationsBank, N.A.,
SunTrust Bank, Atlanta and SouthTrust Bank, N.A.
13 -- Portions of the Annual Report to Stockholders for the
year ended January 29, 2000 that are expressly
incorporated by reference into Part II of this
Report.
21 -- Subsidiaries of the Registrant.
23 -- Consent of Independent Public Accountants to the
incorporation of their report on the Company's
consolidated financial statements for the fiscal year
ended January 29, 2000, into the Registration
Statements on Form S-8. (File Nos. 33-72812 and
33-86980).
27 -- Financial Data Schedule (for SEC use only).
* The indicated exhibit is a compensatory plan required to be filed as an
exhibit to this Annual Report on Form 10-K.
** The Company has financed certain capital expenditures with proceeds of an
industrial development revenue bond (the "Bond"), for which the outstanding
balance as of January 29, 2000, is less than 10% of the Company's total assets.
The Bond documents have not been included as an exhibit hereto but the Company
will provide such documents to the Securities and Exchange Commission upon
request.
9
12
(b) Reports on Form 8-K
Not applicable.
(c) See Item 14(a)(3), the Exhibit Index and the Exhibits attached hereto.
(d) See Item 14(a)(2).
10
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
BOOKS-A-MILLION, INC.
by: /s/ Clyde B. Anderson
-------------------------------------------------
Clyde B. Anderson
Chairman of the Board and Chief Executive Officer
Date: April 28, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
PRINCIPAL EXECUTIVE OFFICER:
/s/ Clyde B. Anderson
- ----------------------------------------------------
Clyde B. Anderson
Chairman of the Board and Chief Executive Officer
Date: April 28, 2000
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ Richard S. Wallington
- ----------------------------------------------------
Richard S. Wallington
Chief Financial Officer
Date: April 28, 2000
DIRECTORS:
/s/ Clyde B. Anderson
- ----------------------------------------------------
Clyde B. Anderson
Date: April 28, 2000
/s/ Charles C. Anderson
- ----------------------------------------------------
Charles C. Anderson
Date: April 28, 2000
14
DIRECTORS:
/s/ Ronald G. Bruno
- ----------------------------------------------------
Ronald G. Bruno
Date: April 28, 2000
/s/ J. Barry Mason
- ----------------------------------------------------
J. Barry Mason
Date: April 28, 2000
/s/ Terry C. Anderson
- ----------------------------------------------------
Terry C. Anderson
Date: April 28, 2000
15
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Books-A-Million, Inc.:
We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements of BOOKS-A-MILLION, INC. (A
Delaware corporation) AND ITS SUBSIDIARIES incorporated by reference in this
Form 10-K and have issued our report thereon dated March 14, 2000. Our audit was
made for the purpose of forming an opinion on the basic financial statements
taken as a whole. The schedule listed in the accompanying index is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Birmingham, Alabama
March 14, 2000
S-1
16
SCHEDULE 2.
BOOKS-A-MILLION, INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JANUARY 31, 1998, JANUARY 30, 1999 AND JANUARY 29, 2000
CHARGED/
BALANCE AT (CREDITED) (DEDUCTIONS)/
BEGINNING TO COSTS RECOVERIES BALANCE AT
OF YEAR AND EXPENSES NET END OF YEAR
---------- ------------ ------------- -----------
FOR THE YEAR ENDED JANUARY 31, 1998:
Allowance for doubtful accounts $ 330,098 $ 25,416 $ -- $ 355,514
FOR THE YEAR ENDED JANUARY 30, 1999:
Allowance for doubtful accounts $ 355,514 $ 691,870 $ (108,761) $ 938,623
FOR THE YEAR ENDED JANUARY 29, 2000:
Allowance for doubtful accounts $ 938,623 $ 898,830 $ (348,556) $1,488,897
S-2
17
INDEX TO EXHIBITS
Exhibit
Number
- -------
3.1 -- Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to
Registration Statement on Form S-1, File No.
33-52256, originally filed September 21, 1992).
3.2 -- Bylaws of the Registrant (incorporated by reference
to Exhibit 3.2 to Registration Statement on Form S-1,
File No. 33-52256, originally filed September 21,
1992).
4.1 -- See Exhibits 3.1 and 3.2 hereto incorporated herein
by reference to the Exhibits of the same number to
Registration Statement on Form S-1, File No.
33-52256, originally filed September 21, 1992.
10.1 -- Lease Agreement between First National Bank of
Florence, Alabama, as Trustee, and Bookland Stores,
Inc. (which is a predecessor of the Registrant), an
Alabama corporation, dated January 30, 1991
(incorporated by reference to Exhibit 10.1 to
Registration Statement on Form S-1, File No.
33-52256, originally filed September 21, 1992).
*10.2 -- Amended and Restated Stock Option Plan.
*10.3 -- Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.7 to Registration Statement
on Form S-1, File No. 33-52256, originally filed
September 21, 1992).
*10.4 -- Amendment to Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.6 to Annual
Report on Form 10-K for the fiscal year ended January
29, 1994, File No. 0-20664, filed on April 29, 1994).
*10.5 -- 1999 Amended and Restated Employee Stock Purchase.
*10.6 -- 401(k) Plan (together with related documents)
(incorporated by reference to Exhibit 10.9 to
Registration Statement on Form S-1, File No.
33-52256, originally filed September 21, 1992).
10.7 -- Shareholders Agreement dated as of September 1, 1992
(incorporated by reference to Exhibit 10.9 to Annual
Report on Form 10-K for the fiscal year ended January
31, 1993, File No. 0-20664, filed May 3, 1993).
*10.8 -- Executive Incentive Plan (incorporated by reference
to Exhibit 10.8 to Annual Report on Form 10-K for the
fiscal year ended January 28, 1995, File No. 0-20664,
filed April 28, 1995).
10.9 -- Short-Term Credit Agreement dated as of October 27,
1995, between the Company and AmSouth Bank, N.A.
(incorporated by reference to Exhibit 10.6 to Annual
Report on Form 10-K for the fiscal year ended
February 3, 1996, File No. 0-20664, filed May 3,
1996).
10.10 -- Revolving Loan Agreement dated as of October 27, 1995
between the Company and AmSouth Bank, N.A.
(incorporated by reference to Exhibit 10.10 to Annual
Report on Form 10-K for the fiscal year ended
February 3, 1996, File 0-20664, filed May 3, 1996).
10.11 -- First amendment to Short-Term Credit Agreement, dated
as of November 1, 1996 between the Company and
AmSouth Bank, N.A. (incorporated by reference to
Exhibit 10.11 to Annual Report on Form 10-K for the
fiscal year ended February 1, 1997, File 0-20664,
filed May 2, 1997).
10.12 -- First amendment to Revolving Loan Agreement dated
June 4, 1997 between the Company and AmSouth Bank of
Alabama, SunTrust Bank, Atlanta and NationsBank, N.A.
and Master Assignment and Acceptance Agreement dated
November 7, 1997 between AmSouth Bank, NationsBank,
N.A., SunTrust Bank, Atlanta and SouthTrust Bank, N.
A. (incorporated by reference to Exhibit 10.11 to
Annual Report on Form 10-K for the fiscal year ended
January 31, 1998, File 0-20664, filed May 1, 1998).
10.13 -- Second amendment to Short-Term Credit Agreement,
dated June 4, 1997 between the Company and AmSouth
Bank of Alabama (incorporated by reference to Exhibit
10.12 to Annual Report on Form 10-K for the fiscal
year ended January 31, 1998, File 0-20664, filed May
1, 1998).
10.14 -- Second amendment to Revolving Loan Agreement dated
June 19, 1998 between the Company and AmSouth Bank of
Alabama, SunTrust Bank, Atlanta, NationsBank, N.A.
and SouthTrust Bank, National Association and Master
Assignment and Acceptance Agreement dated November 7,
1997 between AmSouth Bank, NationsBank, N.A.,
SunTrust Bank, Atlanta and SouthTrust Bank, N.A.
(incorporated by reference to Exhibit 10.2 to
Annual Report on Form 10-K for the fiscal year ended
January 30, 1999, File No. 0-20664, filed on April
30, 1999).
10.15 -- Third amendment to Short-Term Credit Agreement, dated
June 3, 1998 between the Company and AmSouth Bank of
Alabama (incorporated by reference to Exhibit 10.2 to
Annual Report on Form 10-K for the fiscal year ended
January 30, 1999, File No. 0-20664, filed on April
30, 1999).
10.16 -- Third amendment to Revolving Loan Agreement dated
June 18, 1999 between the Company and AmSouth Bank of
Alabama, SunTrust Bank, Atlanta, NationsBank, N.A.
and SouthTrust Bank, National Association and Master
Assignment and Acceptance Agreement dated November 7,
1997 between AmSouth Bank, NationsBank, N.A.,
SunTrust Bank, Atlanta and SouthTrust Bank, N.A.
18
13 -- Portions of the Annual Report to Stockholders for the
year ended January 29, 2000 that are expressly
incorporated by reference into Part II of this
Report.
21 -- Subsidiaries of the Registrant.
23 -- Consent of Independent Public Accountants to the
incorporation of their report on the Company's
consolidated financial statements for the fiscal year
ended January 29, 2000, into the Registration
Statements on Form S-8. (File Nos. 33-72812 and
33-86980).
27 -- Financial Data Schedule (for SEC use only).
* The indicated exhibit is a compensatory plan required to be filed as an
exhibit to this Annual Report on Form 10-K.
** The Company has financed certain capital expenditures with proceeds of an
industrial development revenue bond (the "Bond"), for which the outstanding
balance as of January 29, 2000, is less than 10% of the Company's total assets.
The Bond documents have not been included as an exhibit hereto but the Company
will provide such documents to the Securities and Exchange Commission upon
request.