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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 26, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
Commission file number 1-13380
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OFFICEMAX, INC.
---------------
(Exact name of registrant as specified in its charter)
OHIO 34-1573735
---- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3605 WARRENSVILLE CENTER ROAD, SHAKER HEIGHTS, OHIO 44122
---------------------------------------------------------
(Address of principal executive offices)
(zip code)
(216) 471-6900
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ].
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Shares outstanding as of
Title of each class August 22, 2003
------------------- ---------------
Common Shares, without par value 127,821,264
OFFICEMAX, INC.
INDEX
Page
----
Part I - Financial Information
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 16
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 27
Item 4. Controls and Procedures 27
Part II - Other Information
Item 1. Legal Proceedings 28
Item 4. Submission of Matters to a Vote of Security Holders 28
Item 6. Exhibits and Reports on Form 8-K 29
Signatures 30
Exhibit Index 31
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OFFICEMAX, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
JULY 26, JANUARY 25,
2003 2003
----------- -----------
(Unaudited)
ASSETS
Current Assets:
Cash and equivalents $ 53,747 $ 137,143
Accounts receivable, net of allowances
of $1,030 and $1,073, respectively 95,167 90,339
Merchandise inventories 943,417 927,679
Other current assets 31,095 27,585
----------- -----------
Total current assets 1,123,426 1,182,746
Property and Equipment:
Buildings and land 36,259 36,133
Leasehold improvements 199,068 183,547
Furniture, fixtures and equipment 660,153 645,466
----------- -----------
Total property and equipment 895,480 865,146
Less: Accumulated depreciation (608,591) (567,709)
----------- -----------
Property and equipment, net 286,889 297,437
Other assets and deferred charges 15,686 14,763
Goodwill, net of accumulated amortization of $89,757 290,495 290,495
----------- -----------
$ 1,716,496 $ 1,785,441
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable - trade $ 415,306 $ 437,884
Accrued expenses and other liabilities 200,478 227,022
Accrued salaries and related expenses 43,994 60,190
Taxes other than income taxes 80,565 79,781
Credit facilities 34,000 --
Redeemable preferred shares - Series B -- 21,750
Mortgage loan, current portion 132 128
----------- -----------
Total current liabilities 774,475 826,755
Mortgage loan 1,318 1,390
Other long-term liabilities 154,806 157,587
----------- -----------
Total liabilities 930,599 985,732
----------- -----------
Commitments and contingencies -- --
Minority interest 20,089 19,264
Shareholders' Equity:
Common stock, without par value; 200,000,000 shares
authorized; 135,019,074 and 134,801,656 shares issued
and outstanding, respectively 885,662 887,556
Deferred stock compensation (245) (153)
Cumulative translation adjustment (2,550) (2,457)
Retained deficit (30,788) (13,865)
Less: Treasury stock, at cost (86,271) (90,636)
----------- -----------
Total shareholders' equity 765,808 780,445
----------- -----------
$ 1,716,496 $ 1,785,441
=========== ===========
The accompanying Notes to Consolidated Financial Statements are an integral part
of these balance sheets.
3
OFFICEMAX, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
13 WEEKS ENDED 26 WEEKS ENDED
----------------------------------- -----------------------------------
JULY 26, JULY 27, JULY 26, JULY 27,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Sales $ 1,046,056 $ 1,006,271 $ 2,272,516 $ 2,184,423
Cost of merchandise sold, including
buying and occupancy costs 785,620 759,288 1,703,625 1,638,112
------------- ------------- ------------- -------------
Gross profit 260,436 246,983 568,891 546,311
Store operating and selling expenses 253,947 243,087 518,350 500,300
General and administrative expenses 31,945 35,169 65,148 69,182
------------- ------------- ------------- -------------
Total operating expenses 285,892 278,256 583,498 569,482
Operating loss (25,456) (31,273) (14,607) (23,171)
Interest expense, net 946 2,125 1,415 3,466
------------- ------------- ------------- -------------
Loss before income taxes (26,402) (33,398) (16,022) (26,637)
Income tax benefit -- -- -- (57,500)
Minority interest 304 (36) 901 707
------------- ------------- ------------- -------------
Net income (loss) $ (26,706) $ (33,362) $ (16,923) $ 30,156
============= ============= ============= =============
INCOME (LOSS) PER COMMON SHARE:
Basic $ (0.21) $ (0.27) $ (0.14) $ 0.24
============= ============= ============= =============
Diluted $ (0.21) $ (0.27) $ (0.14) $ 0.24
============= ============= ============= =============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING:
Basic 124,313,000 123,920,000 124,274,000 123,578,000
============= ============= ============= =============
Diluted 124,313,000 123,920,000 124,274,000 124,885,000
============= ============= ============= =============
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
4
OFFICEMAX, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
26 WEEKS ENDED
---------------------------
JULY 26, JULY 27,
2003 2002
--------- ---------
CASH PROVIDED BY (USED FOR):
OPERATIONS
Net income (loss) $ (16,923) $ 30,156
Adjustments to reconcile net income (loss)
to net cash from operating activities:
Depreciation and amortization 44,858 44,278
Other, net 1,688 3,157
Changes in current assets and current liabilities:
Increase in inventories (15,718) (63,931)
Increase (decrease) in accounts payable 15,147 (80,861)
(Increase) decrease in accounts receivable (2,963) 11,058
Decrease in accrued liabilities (30,628) (9,022)
Decrease in store closing reserve (11,662) (14,152)
Other, net (6,995) (15,280)
--------- ---------
Net cash used for operations (23,196) (94,597)
--------- ---------
INVESTING
Capital expenditures (38,300) (24,395)
Other, net (921) (3,240)
--------- ---------
Net cash used for investing (39,221) (27,635)
--------- ---------
FINANCING
Increase in revolving credit facilities 34,000 110,000
Payments of mortgage principal (69) (66)
Decrease in overdraft balances (36,603) (5,330)
Proceeds from the issuance of common stock, net 2,471 3,378
Redemption of preferred share purchase rights (21,750) --
Other, net 968 (784)
--------- ---------
Net cash (used for) provided by financing (20,983) 107,198
--------- ---------
Effect of exchange rate changes on cash and equivalents 4 (995)
--------- ---------
Net decrease in cash and equivalents (83,396) (16,029)
Cash and equivalents, beginning of the period 137,143 76,751
--------- ---------
Cash and equivalents, end of the period $ 53,747 $ 60,722
========= =========
SUPPLEMENTAL INFORMATION
Interest paid on debt $ 330 $ 1,619
========= =========
Taxes paid on income (excluding tax refunds) $ 262 $ 120
========= =========
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
5
OFFICEMAX, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(In thousands)
(Unaudited)
Deferred Cumulative
Common Stock Translation Retained Treasury
Shares Compensation Adjustment Deficit Stock Total
------ ------------ ---------- ------- ----- -----
BALANCE AT JANUARY 25, 2003 $ 887,556 $(153) $(2,457) $(13,865) $(90,636) $ 780,445
Comprehensive income (loss):
Net loss -- -- -- (16,923) -- (16,923)
Cumulative translation adjustment -- -- (93) -- -- (93)
---------
Total comprehensive loss (17,016)
Issuance of common shares
under director plan (47) -- -- -- 150 103
Exercise of stock options (780) -- -- -- 1,927 1,147
Sale of shares under management share
purchase plan (847) (191) -- -- 1,802 764
Sale of shares under employee
share purchase plan (220) -- -- -- 486 266
Amortization of deferred
compensation -- 99 -- -- -- 99
--------- ----- ------- -------- -------- ---------
BALANCE AT JULY 26, 2003 $ 885,662 $(245) $(2,550) $(30,788) $(86,271) $ 765,808
========= ===== ======= ======== ======== =========
The accompanying Notes to Consolidated Financial Statements are an integral part
of this statement.
6
OFFICEMAX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 13 AND 26 WEEKS ENDED
JULY 26, 2003 AND JULY 27, 2002
Significant Accounting and Reporting Policies
1. The accompanying unaudited consolidated financial statements have been
prepared from the financial records of OfficeMax, Inc. and its
subsidiaries (the "Company" or "OfficeMax") and reflect all adjustments
which are, in the opinion of management, necessary to fairly present the
results of the interim periods covered in this report. The results for any
interim period are not necessarily indicative of the results to be
expected for the full fiscal year.
2. The Company's consolidated financial statements for the 13 and 26 weeks
ended July 26, 2003 and July 27, 2002 included in this Quarterly Report on
Form 10-Q have been prepared in accordance with the accounting policies
described in the Notes to Consolidated Financial Statements for the fiscal
year ended January 25, 2003 which were included in the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission
(File No. 1-13380) on April 8, 2003. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United
States of America have been condensed or omitted in accordance with the
rules and regulations of the Securities and Exchange Commission. These
financial statements should be read in conjunction with the financial
statements and the notes thereto included in the Form 10-K referred to
above. Certain reclassifications have been made to prior year amounts to
conform to the current presentation.
3. The Company's fiscal year ends on the Saturday prior to the last Wednesday
in January. Fiscal year 2003 ends on January 24, 2004 and includes 52
weeks. Fiscal year 2002 ended on January 25, 2003 and included 52 weeks.
4. OfficeMax serves its customers through nearly 1,000 superstores,
e-Commerce Web sites and direct-mail catalogs. The Company has operations
in the United States, Canada, Puerto Rico, the U.S. Virgin Islands and
Mexico. In addition to offering office products, business machines and
related items, OfficeMax superstores also feature CopyMax and
FurnitureMax, store-within-a-store modules devoted exclusively to
print-for-pay services and office furniture. The Company also reaches
customers in the United States with an offering of over 40,000 items
through its e-Commerce site, OfficeMax.com, its direct-mail catalogs and
its outside sales force, all of which are serviced by its three PowerMax
inventory distribution facilities, 17 delivery centers and two national
customer call and contact centers.
7
5. The Company accounts for stock-based compensation under the provisions of
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
to Employees" and provides pro forma disclosures of compensation expense
determined under the fair value provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation"
("FAS 123") as amended by Statement of Financial Accounting Standards No.
148, "Accounting for Stock-Based Compensation - Transition and
Disclosure." The following pro forma disclosures of compensation expense
are based on the fair value provisions of FAS 123 using the Black-Scholes
option pricing model to estimate the fair value of options at the date of
grant.
(In thousands, except per share information)
13 WEEKS ENDED 26 WEEKS ENDED
------------------------ -----------------------
JULY 26, JULY 27, JULY 26, JULY 27,
2003 2002 2003 2002
-------- -------- -------- --------
Net income (loss), as reported $(26,706) $(33,362) $(16,923) $30,156
Stock-based compensation excluded
from reported net income (loss) 1,632 1,270 3,346 2,321
-------- -------- -------- -------
Pro forma net income (loss) $(28,338) $(34,632) $(20,269) $27,835
======== ======== ======== =======
Pro forma basic earnings (loss)
per common share $ (0.23) $ (0.28) $ (0.16) $ 0.23
======== ======== ======== =======
Pro forma diluted earnings (loss)
per common share $ (0.23) $ (0.28) $ (0.16) $ 0.22
======== ======== ======== =======
6. The components of the Company's comprehensive income (loss) are as
follows:
(In thousands)
13 WEEKS ENDED 26 WEEKS ENDED
------------------------ -----------------------
JULY 26, JULY 27, JULY 26, JULY 27,
2003 2002 2003 2002
-------- -------- -------- --------
Net income (loss) $(26,706) $(33,362) $(16,923) $ 30,156
Other comprehensive income (loss):
Cumulative translation adjustment 279 1,044 (93) (117)
-------- -------- -------- --------
Comprehensive income (loss) $(26,427) $(32,318) $(17,016) $ 30,039
======== ======== ======== ========
8
7. Basic earnings per common share is based on the weighted average number of
common shares outstanding. Diluted earnings per common share is based on
the weighted average number of common shares outstanding and all
potentially dilutive common stock equivalents.
A reconciliation of the basic and diluted per share computations is as
follows:
(Dollars in thousands, except per share data)
13 WEEKS ENDED 26 WEEKS ENDED
----------------------------------- -----------------------------------
JULY 26, JULY 27, JULY 26, JULY 27,
2003 2002 2003 2002
------------ ------------ ------------ ------------
Net income (loss) available
to common shareholders $ (26,706) $ (33,362) $ (16,923) $ 30,156
============ ============ ============ ============
Weighted average number of
common shares outstanding 124,313,176 123,920,449 124,273,853 123,578,173
Effect of dilutive securities:
Stock options -- -- -- 1,255,341
Restricted stock -- -- -- 51,207
------------ ------------ ------------ ------------
Weighted average number of
common shares outstanding
and assumed conversions 124,313,176 123,920,449 124,273,853 124,884,721
============ ============ ============ ============
Basic earnings per common share $ (0.21) $ (0.27) $ (0.14) $ 0.24
============ ============ ============ ============
Diluted earnings per common share $ (0.21)(1) $ (0.27)(2) $ (0.14)(1) $ 0.24(3)
============ ============ ============ ============
(1) Options to purchase 18,039,643 common shares were excluded from the
calculation of diluted earnings per common share for the 13 and 26 weeks
ended July 26, 2003, because their effect would have been anti-dilutive
due to the net loss recognized in those periods. The weighted average
exercise price of these options was $7.14.
(2) Options to purchase 15,802,829 common shares were excluded from the
calculation of diluted earnings per common share for the 13 weeks ended
July 27, 2002 because their effect would have been anti-dilutive due to
the net loss recognized in that period. The weighted average exercise
price of these options was $7.74.
(3) Options to purchase 12,888,847 common shares were excluded from the
calculation of diluted earnings per common share for the 26 weeks ended
July 27, 2002 because the exercise prices of these options were greater
than the average market price. The weighted average exercise price of
these options was $8.75.
9
8. The Company has two business segments: Domestic and International. The
Company's operations in the United States, Puerto Rico and the U.S. Virgin
Islands, comprised of its retail stores, e-Commerce operations, catalog
business and outside sales groups, are included in the Domestic segment.
The operations of the Company's majority-owned subsidiary in Mexico,
OfficeMax de Mexico, are included in the International segment.
The following table summarizes the results of operations for the Company's
business segments for the 13 weeks ended July 26, 2003 and July 27, 2002:
(In thousands)
TOTAL
13 WEEKS ENDED JULY 26, 2003 COMPANY DOMESTIC INTERNATIONAL
- ------------------------------------------------------------------------------------------
Sales $ 1,046,056 $ 1,015,635 $ 30,421
Cost of merchandise sold, including
buying and occupancy costs 785,620 763,623 21,997
----------- ----------- --------
Gross profit 260,436 252,012 8,424
Operating income (loss) (25,456) (25,852) 396
Interest expense (income), net 946 1,171 (225)
Minority interest 304 -- 304
----------- ----------- --------
Net income (loss) $ (26,706) $ (27,023) $ 317
=========== =========== ========
13 WEEKS ENDED JULY 27, 2002
- ------------------------------------------------------------------------------------------
Sales $ 1,006,271 $ 970,303 $ 35,968
Cost of merchandise sold, including
buying and occupancy costs 759,288 730,924 28,364
----------- --------- --------
Gross profit 246,983 239,379 7,604
Operating loss (31,273) (31,063) (210)
Interest expense (income), net 2,125 2,260 (135)
Minority interest (36) -- (36)
----------- --------- --------
Net loss $ (33,362) $ (33,323) $ (39)
=========== ========= ========
10
The following table summarizes the results of operations for the Company's
business segments for the 26 weeks ended July 26, 2003 and July 27, 2002:
(In thousands)
TOTAL
26 WEEKS ENDED JULY 26, 2003 COMPANY DOMESTIC INTERNATIONAL
- -----------------------------------------------------------------------------------
Sales $2,272,516 $2,207,759 $64,757
Cost of merchandise sold, including
buying and occupancy costs 1,703,625 1,655,757 47,868
---------- ---------- -------
Gross profit 568,891 552,002 16,889
Operating income (loss) (14,607) (15,877) 1,270
Interest expense (income), net 1,415 1,985 (570)
Minority interest 901 -- 901
---------- ---------- -------
Net income (loss) $ (16,923) $ (17,862) $ 939
========== ========== =======
26 WEEKS ENDED JULY 27, 2002
- --------------------------------------------------------------------------------
Sales $2,184,423 $2,110,191 $74,232
Cost of merchandise sold, including
buying and occupancy costs 1,638,112 1,580,606 57,506
---------- ---------- -------
Gross profit 546,311 529,585 16,726
Operating income (loss) (23,171) (24,305) 1,134
Interest expense (income), net 3,466 3,774 (308)
Income tax benefit (57,500) (57,500) --
Minority interest 707 -- 707
---------- ---------- -------
Net income $ 30,156 $ 29,421 $ 735
========== ========== =======
The total assets of the International segment were approximately $78,115,000 and
$69,728,000 as of July 26, 2003 and January 25, 2003, respectively. The total
assets of the International segment included long-lived assets, primarily
property and equipment, of approximately $23,256,000 and $23,676,000 as of July
26, 2003 and January 25, 2003, respectively. Depreciation expense for the
International segment was approximately $828,000 and $1,620,000 for the 13 and
26 weeks ended July 26, 2003, respectively, and $861,000 and $1,699,000 for the
13 and 26 weeks ended July 27, 2002, respectively. Included in the total assets
of the International segment was goodwill, net of accumulated amortization, of
$3,699,000 as of July 26, 2003 and January 25, 2003.
11
9. During the fourth quarter of fiscal year 2002, the Company conducted a
review of its domestic real estate portfolio and committed to close eight
underperforming superstores and one delivery center. In conjunction with
these closings, the Company recorded a pre-tax charge for store closing
and asset impairment of $11,915,000 during the fourth quarter of fiscal
year 2002. Also during the fourth quarter of fiscal year 2002, the Company
reversed certain portions of the store closing reserves established in
fiscal year 2001 and fiscal year 2000 when those portions of the reserves
were deemed no longer necessary. The reversals reduced the fiscal year
2002 charge by approximately $11,203,000.
During the first quarter of fiscal year 2003, the Company closed the
delivery center and two of the superstores included in the charge for
store closing and asset impairment recorded during the fourth quarter of
fiscal year 2002. The remaining superstores are expected to close during
fiscal year 2003.
A reconciliation of the major components of the Company's store closing
reserve is as follows:
(In thousands)
BALANCE BALANCE
JANUARY 25, PAYMENT JULY 26,
2003 / USAGE 2003
--------------------------------------------------------------------------------------
Lease disposition costs, net of sublease income $101,304 $ 9,588 $ 91,716
Other closing costs 2,926 2,074 852
-------- -------- --------
Total $104,230 $ 11,662 $ 92,568
======== ======== ========
As of July 26, 2003 and January 25, 2003, $71,765,000 and $81,330,000 of
the store closing reserve, respectively, was included in other long-term
liabilities. Lease disposition cost included in the reserve for store
closing costs includes the aggregate rent expense for the closed stores
net of expected future sublease income of $108,069,000 and $109,139,000 as
of July 26, 2003 and January 25, 2003, respectively. Of the total expected
future sublease income included in the reserve for store closing costs,
the Company had obtained sublease or assignment agreements for certain of
its closed stores totaling $48,180,000 as of July 26, 2003.
10. In the fourth quarter of fiscal year 2001, the Company recorded a
$170,616,000 charge to establish a valuation allowance for its net
deferred tax assets, including amounts related to its net operating loss
carryforwards. The valuation allowance was calculated in accordance with
the provisions of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("FAS 109"), which places primary importance
on the Company's operating results in the most recent three-year period
when assessing the need for a valuation allowance. Although management
believes the Company's results for those periods were heavily affected by
deliberate and planned infrastructure improvements, including its PowerMax
distribution network and state-of-the-art SAP computer system, as well as
an aggressive store closing program, the Company's cumulative loss in the
most recent three-year period represented negative evidence sufficient to
require a full valuation allowance under the provisions of FAS 109. As of
July 26, 2003, the valuation allowance was approximately $115,570,000,
which represents a full valuation allowance of the Company's net deferred
tax assets, including amounts related to its net operating loss
carryforwards. The Company intends to maintain a full valuation allowance
for its net deferred tax assets and net operating loss carryforwards until
sufficient positive evidence exists to support reversal of some portion or
the remainder of the allowance. Until such time, except for minor state,
local and foreign tax provisions, the Company will have no reported tax
provision, net of valuation allowance adjustments.
12
On March 9, 2002, President Bush signed into law the "Job Creation and
Worker Assistance Act" (H.R. 3090). This new tax law temporarily extended
the carryback period, to five years from two years, for net operating
losses incurred during the Company's taxable years ended in 2001 and 2000.
During the first quarter of fiscal year 2002, the Company reversed a
portion of the valuation allowance recorded during the fourth quarter of
fiscal year 2001 and recognized an income tax benefit of $57,500,000 due
to the extension of the carryback period. As of July 27, 2002, a
receivable for the $57,500,000 income tax refund was included in other
current assets. The Company received refunds for the additional net
operating loss carryback resulting from the extension of the carryback
period during fiscal year 2002.
11. In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"). FIN 46 clarifies consolidation
requirements for variable interest entities ("VIEs") which establishes
additional factors beyond ownership of a majority voting interest to
indicate that a company has a controlling financial interest in an entity
(or a relationship sufficiently similar to a controlling financial
interest that it requires consolidation). Consolidation of a VIE by an
investor is required when it is determined that the investor will absorb a
majority of the VIE's expected losses or residual returns, if they occur.
This interpretation applies immediately to variable interest entities
created or obtained after January 31, 2003 and must be retroactively
applied to holdings in variable interest entities acquired before February
1, 2003 in interim and annual financial statements issued for periods
beginning after June 15, 2003. FIN 46 may be applied prospectively with a
cumulative-effect adjustment as of the date on which it is first applied
or by restating previously issued financial statements with a
cumulative-effect adjustment as of the beginning of the first year
restated.
The Company leases two of its PowerMax distribution facilities from VIEs
(previously referred to as special purpose entities or SPEs) that have
been established by nationally prominent, creditworthy commercial lessors
to facilitate the financing of the inventory distribution facilities. The
VIEs finance the cost of the property through the issuance of commercial
paper. The Company has provided standby letters of credit of approximately
$81,000,000 in support of the commercial paper. In the event that the
Company defaults on its obligations under the leases, the VIEs could draw
on the letters of credit in order to redeem the commercial paper. These
letters of credit utilize a portion of the Company's available borrowing
capacity under its revolving credit facility. Upon expiration of the
synthetic operating leases, the Company can elect to purchase the related
assets of both facilities at a total cost specified in the lease
agreements of approximately $80,000,000. If the Company does not elect to
purchase the related assets, the Company is required to honor certain fair
value guarantees. These guarantees require the Company to reimburse the
lessor for any shortfall from a fair value specified in the lease
agreements. Currently, the Company expects to purchase the related assets
upon expiration of the synthetic operating leases, or otherwise enter into
an arrangement to maintain the continued use of these facilities.
Based on the provisions of FIN 46, as of the beginning of its third
quarter of fiscal year 2003, the Company is required to consolidate in its
financial statements the assets and related depreciation, liabilities and
non-controlling interests of the VIEs involved in the leasing of its
PowerMax inventory distribution facilities. The Company's third quarter
consolidated financial statements will reflect the outstanding debt of the
VIEs of approximately $80,000,000 in other long-term liabilities. Also as
a result of consolidating the VIEs, the Company's consolidated financial
statements will reflect the net fixed assets of the VIEs of approximately
$60,000,000 which is net of accumulated depreciation of approximately
$20,000,000.
The Company has elected to adopt the provisions of FIN 46 prospectively
with a cumulative-effect adjustment as of the beginning of the third
quarter of fiscal year 2003. Accordingly, the Company will record a
non-cash extraordinary loss of approximately $20,000,000 in its fiscal
third quarter which represents the excess of the carrying value of the
newly consolidated liabilities and non-controlling interests over the
carrying value of the newly consolidated assets. As a result of
consolidating the VIEs, the Company will incur additional depreciation
expense of approximately $1,000,000 per quarter beginning in the third
quarter of fiscal year 2003. Consolidation of the VIEs will have no impact
on the Company's cash flows.
13
12. In November 2002, the FASB Emerging Issues Task Force ("Task Force")
issued EITF Issue 02-16, "Accounting by a Customer (including a Reseller)
for Cash Consideration Received from a Vendor" ("EITF 02-16"). EITF 02-16
addressed the following two issues: (i) the classification in a reseller's
financial statements of cash consideration received from a vendor ("Issue
1"); and (ii) the timing of recognition by a reseller of a rebate or
refund from a vendor that is contingent upon achieving a specific
cumulative level of purchases or remaining a customer for a specified time
period ("Issue 2"). Issue 1 stipulates that cash consideration received
from a vendor is presumed to be a reduction of the prices of the vendors'
products and should, therefore, be recognized as a reduction of cost of
merchandise sold when recognized in the reseller's financial statements.
However, that presumption is overcome when the consideration is either (a)
a payment for assets or services delivered to the vendor, in which case
the cash consideration should be recognized as revenue (or other income,
as appropriate) when recognized in the reseller's income statement, or (b)
a reimbursement of a specific, incremental, identifiable cost incurred by
the reseller in selling the vendor's products, in which case the cash
consideration should be characterized as a reduction of that cost when
recognized in the reseller's income statement. Issue 2 states that vendor
rebates should be recognized on a systematic and rational allocation of
the cash consideration offered to each of the underlying transactions that
results in progress by the reseller toward earning the rebate, provided
the amounts are probable and reasonably estimable. Issue 1 was effective
for all new arrangements, including modifications of existing
arrangements, entered into after December 31, 2002. Issue 2 was effective
for all new arrangements initiated after November 21, 2002.
The Company and its vendors participate in cooperative advertising
programs and other vendor marketing programs in which vendors reimburse
the Company for a portion of its advertising expenses and other costs. In
accordance with the transition provisions of EITF 02-16, the Company is
required to adopt the new guidance prospectively as it negotiates
agreements with new vendors or modifies existing agreements. The Company's
vendor agreements typically do not have expiration dates and remain in
effect until replaced, and therefore, it is expected to take up to 18
months to cycle through all vendor program negotiations in the normal
course of business. As a result of the more restrictive standards defined
in Issue 1 of EITF 02-16, the Company is required to record certain
consideration received from its vendors as a reduction of cost of
merchandise sold, which previously would have been recognized as a
reduction of a related advertising expense. This change in accounting may
impact the timing of recognition of cash consideration received from the
Company's vendors and increase its gross profit and net advertising
expenses. These changes do not affect the total amount of vendor income
the Company receives from its vendors. The application of the new guidance
reduced earnings by approximately $0.01 per diluted share during each of
the first and second quarters of fiscal year 2003. The estimated effect of
the prospective adoption of EITF 02-16 for the remainder of fiscal year
2003 is a reduction of earnings of $0.01 to $0.02 per diluted share per
quarter.
14
13. On July 13, 2003, the Company entered into an agreement and plan of merger
(the "Merger Agreement"), among the Company, Boise Cascade Corporation, a
corporation organized under the laws of Delaware ("Boise Cascade"), and
Challis Corporation, a corporation organized under the laws of Ohio
("Challis").
Under the terms of the Merger Agreement:
(1) Challis will merge into the Company (the "Merger"), with the Company
surviving the Merger as a direct wholly owned subsidiary of Boise Cascade;
and
(2) holders of the Company's common shares ("OfficeMax Common Shares")
will receive in the Merger approximately $9.00 per OfficeMax Common Share
in a combination of shares of common stock of Boise Cascade ("Boise Common
Shares") and cash.
The Merger is a taxable transaction for the Company's shareholders.
The consideration to be received by the holders of OfficeMax Common Shares
in the Merger (the "Merger Consideration") shall consist of 70% Boise
Common Shares and 30% cash, subject to Boise Cascade's right to elect for
the Merger Consideration to consist of 65% Boise Common Shares and 35%
cash, 60% Boise Common Shares and 40% cash or 55% Boise Common Shares and
45% cash (the "Additional Cash Election"). Boise Cascade is required to
make the Additional Cash Election not less than ten trading days prior to
the date of the Company's shareholder meeting to be held to consider the
approval of the Merger and adoption of the Merger Agreement.
The exchange ratio ("Exchange Ratio") pursuant to which OfficeMax Common
Shares will be converted into Boise Common Shares will depend on the
average closing price of the Boise Common Shares during the ten trading
day period ending two trading days prior to the closing date of the Merger
(the "Boise Common Share Value"). The Exchange Ratio is subject to a
customary price collar of plus or minus 10 percent from the closing price
of the Boise Common Shares on July 11, 2003 of $23.43 per share. If the
Boise Common Share Value is at or below $21.09, the Exchange Ratio will be
0.4268 Boise Common Shares for each OfficeMax Common Share. If the Boise
Common Share Value is between $21.09 and $25.77, the Exchange Ratio will
be adjusted to provide a number of Boise Common Shares having a Boise
Common Share Value equal to $9.00 in exchange for each OfficeMax Common
Share. If the Boise Common Share Value is at or above $25.77, the Exchange
Ratio will be 0.3492 Boise Common Shares for each OfficeMax Common Share.
If Boise Cascade makes the Additional Cash Election and the Boise Common
Share Value is more than $25.77, the cash consideration of $9.00 per
OfficeMax Common Share will be adjusted upward pursuant to the terms of
the Merger Agreement so that the aggregate amount of the Merger
Consideration received by OfficeMax's shareholders will equal the same
amount of aggregate Merger Consideration as would have been received if
Boise Cascade had not made the Additional Cash Election. Similarly, if
Boise Cascade makes the Additional Cash Election and the Boise Common
Share Value is less than $21.09, the cash consideration of $9.00 per
OfficeMax Common Share will be adjusted downward so that the aggregate
amount of Merger Consideration remains unchanged.
The consummation of the Merger is subject to several significant
conditions, including (a) the approval of the Merger by the holders of a
majority of the outstanding OfficeMax Common Shares; (b) the approval of
the Merger by the holders of a majority of the Boise Common Shares and
shares of Series D preferred stock of Boise Cascade, voting at the
meeting, together as one class; and (c) customary regulatory approvals and
other customary closing conditions. Michael Feuer, the Chairman and CEO of
the Company, has entered into a shareholder's agreement pursuant to which
he has agreed to vote the OfficeMax Common Shares owned by him in favor of
the Merger. Pursuant to a registration rights agreement, Boise Cascade
Corporation has agreed to file a shelf registration statement with respect
to any Boise Common Shares to be received by Mr. Feuer in the Merger.
The Merger is expected to be completed in the fourth quarter of 2003,
although no assurance can be given as to whether or when the Merger will
actually be consummated.
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Consolidated sales for the 13 and 26 weeks ended July 26, 2003 increased to
$1,046,056,000 and $2,272,516,000, respectively, from $1,006,271,000 and
$2,184,423,000 for the comparable prior year periods. The increases in sales
were primarily as a result of comparable-store sales increases of approximately
5% experienced by the Company's Domestic segment during both the 13 and 26 weeks
ended July 26, 2003. The current year comparable-store sales increases are in
addition to comparable-store sales increases of 3% and 1% realized by the
Domestic segment in the comparable prior year periods. The Domestic segment's
comparable-store sales gains were driven by both increased customer transactions
and higher average amount per customer transaction primarily as a result of the
Company's new merchandising and marketing initiatives, improved inventory
in-stock position and better in-store execution.
Cost of merchandise sold, including buying and occupancy costs, was $785,620,000
and $1,703,625,000 for the 13 and 26 weeks ended July 26, 2003, respectively,
and $759,288,000 and $1,638,112,000 for the 13 and 26 weeks ended July 27, 2002,
respectively. Cost of merchandise sold, including buying and occupancy costs,
decreased as a percentage of sales to 75.1% for the 13 weeks ended July 26, 2003
from 75.5% for the comparable period last year. Correspondingly, gross margin
rate increased approximately 0.4% of sales from the comparable prior year period
to 24.9% of sales for the 13 weeks ended July 26, 2003. The increase in gross
margin was primarily due to the Company's adoption of EITF 02-16 which resulted
in a shift in the classification of vendor funding from a reduction, or offset,
in advertising expense to a reduction in merchandise cost reflected through
lower cost of merchandise sold. Cost of merchandise sold, including buying and
occupancy costs was 75.0% of sales for the 26 weeks ended July 26, 2003 and for
the comparable period last year. Correspondingly, gross margin was 25.0% of
sales for the 26 weeks ended July 26, 2003 and for the comparable period last
year.
Store operating and selling expenses, which consist primarily of store payroll
and operating and advertising expenses, were $253,947,000, or 24.3% of sales,
and $518,350,000, or 22.8% of sales, for the 13 and 26 weeks ended July 26,
2003, respectively, and $243,087,000, or 24.2% of sales, and $500,300,000, or
22.9% of sales, for the 13 and 26 weeks ended July 27, 2002, respectively. The
increase in store operating and selling expenses as a percentage of sales for
the 13 weeks ended July 26, 2003 was a result of additional costs incurred
related to remerchandising efforts and store remodels, and over a 0.3% of sales
shift in the classification of vendor funding to gross margin, which costs were
mitigated by improved leverage of store-level payroll. The Company typically
utilizes the second quarter summer months, which are traditionally the slowest
of the year, to complete projects, such as store remodels, and prepare the
stores for the upcoming back-to-school, holiday and January back-to-business
selling seasons.
General and administrative expenses decreased to $31,945,000, or 3.1% of sales,
and $65,148,000, or 2.9% of sales, for the 13 and 26 weeks ended July 26, 2003,
respectively, from $35,169,000, or 3.5% of sales, and $69,182,000, or 3.2% of
sales, for the 13 and 26 weeks ended July 27, 2002, respectively. The decrease
in general and administrative expenses was primarily a benefit of the Company's
continued expense control programs and efficiency gains from the Company's
information technology initiatives.
As a result of the foregoing factors, the Company incurred operating losses of
$25,456,000 and $14,607,000 for the 13 and 26 weeks ended July 26, 2003,
respectively, compared to operating losses of $31,273,000 and $23,171,000 for
the comparable periods last year.
Interest expense, net, was $946,000 and $1,415,000 for the 13 and 26 weeks ended
July 26, 2003, respectively, as compared to $2,125,000 and $3,466,000 for the
comparable periods last year. The decrease in interest expense was primarily a
result of lower average outstanding borrowings during the current fiscal year as
compared to the same periods last year and lower interest rates on the Company's
outstanding borrowings.
16
The Company had pre-tax losses, net of minority interest, of $26,706,000 and
$16,923,000 for the 13 and 26 weeks ended July 26, 2003, respectively, compared
to pre-tax losses, net of minority interest, of $33,362,000 and $27,344,000 for
the comparable periods last year.
In accordance with the provisions of Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes" ("FAS 109"), the Company
recorded a charge to establish a valuation allowance for its net deferred tax
assets including amounts related to its net operating loss carryforwards in the
fourth quarter of fiscal year 2001. The Company intends to maintain a full
valuation allowance for its net deferred tax assets and net operating loss
carryforwards until sufficient positive evidence exists to support reversal of
some portion or the remainder of the allowance. Until such time, except for
minor state, local and foreign tax provisions, the Company will have no reported
tax provision, net of valuation adjustments.
On March 9, 2002, President Bush signed into law the "Job Creation and Worker
Assistance Act" (H.R. 3090). This new tax law temporarily extended the carryback
period for net operating losses incurred during the Company's taxable years
ended in 2001 and 2000 to five years from two years. In the first quarter of
fiscal year 2002, the Company reversed a portion of the valuation allowance for
its net deferred tax assets and net operating loss carryforwards recorded during
the fourth quarter of fiscal year 2001 and recognized an income tax benefit of
$57,500,000 due to the extension of the carryback period.
Other than the benefit for additional net operating loss carryback recognized
during the first quarter of fiscal year 2002, the Company had no reported tax
provision, net of valuation allowance adjustments during the 13 and 26 weeks
ended July 26, 2003 and July 27, 2002. See "Note 10 of Notes to Consolidated
Financial Statements" above.
As a result of the foregoing factors, the Company incurred net losses of
$26,706,000 and $16,923,000 for the 13 and 26 weeks ended July 26, 2003,
respectively, compared to a net loss of $33,362,000 and net income of
$30,156,000 for the comparable periods last year.
On July 13, 2003, the Company entered into an agreement and plan of merger (the
"Merger Agreement"), among the Company, Boise Cascade Corporation, and its
wholly-owned subsidiary Challis Corporation. See "Note 13 of Notes to
Consolidated Financial Statements" above.
The net expenses incurred by the Company during the second quarter related to
the merger were not material.
BUSINESS SEGMENTS
Domestic Segment
Sales for the Domestic segment increased approximately 5% to $1,015,635,000 and
$2,207,759,000 for the 13 and 26 weeks ended July 26, 2003, respectively, from
$970,303,000 and $2,110,191,000 for the like periods last year. The increases in
sales for the Domestic segment during the 13 and 26 weeks ended July 26, 2003
were primarily a result of a 5% increase in comparable-store sales. The increase
in comparable-store sales was driven by increased customer transactions and
higher average amount per customer transaction primarily as a result of the
Company's new merchandising and marketing initiatives, improved inventory
in-stock position and better in-store execution.
Gross profit for the Domestic segment was $252,012,000, or 24.8% of sales, and
$552,002,000, or 25.0% of sales, for the 13 and 26 weeks ended July 26, 2003,
respectively, compared to $239,379,000, or 24.7% of sales, and $529,585,000, or
25.1% of sales, for the 13 and 26 weeks ended July 27, 2002, respectively. The
increase in gross margin for the 13-week period was primarily due to the
Company's adoption of EITF 02-16 which resulted in an over 0.3% of sales shift
in the classification of vendor funding from a reduction, or offset, in
advertising expense to a reduction in merchandise cost reflected through lower
cost of merchandise sold.
The Domestic segment incurred operating losses of $25,852,000 and $15,877,000
for the 13 and 26 weeks ended July 26, 2003, respectively, compared to operating
losses of $31,063,000 and $24,305,000 for the comparable periods last year. The
year-over-year improvement in the Domestic segment's operating results for the
13 and 26 weeks ended July 26, 2003 was primarily due to better leverage of
store-level payroll and general and administrative expenses which were partially
offset by additional costs incurred related to remerchandising efforts and
remodels, as well as the adoption of EITF 02-16.
17
As a result of the foregoing factors, the Domestic segment recognized pre-tax
losses of $27,023,000 and $17,862,000 for the 13 and 26 weeks ended July 26,
2003, respectively, compared to pre-tax losses of $33,323,000 and $28,079,000
for the comparable periods last year.
As described above, during the first quarter of fiscal year 2002, the Company
reversed a portion of the valuation allowance for its net deferred tax assets
and net operating loss carryforwards recorded during the fourth quarter of
fiscal year 2001 and recognized an income tax benefit of $57,500,000 due to the
extension of the carryback period. Other than the benefit for additional net
operating loss carryback recognized during the first quarter of fiscal year
2002, the Domestic segment had no reported tax provision, net of valuation
allowance adjustments during the 13 and 26 weeks ended July 26, 2003 and July
27, 2002.
As a result of the foregoing factors, the Domestic segment incurred net losses
of $27,023,000 and $17,862,000 for the 13 and 26 weeks ended July 26, 2003,
respectively, compared to a net loss of $33,323,000 and net income of
$29,421,000 for the comparable periods last year.
International Segment
Sales for the International segment decreased to $30,421,000 and $64,757,000 for
the 13 and 26 weeks ended July 26, 2003, respectively, from $35,968,000 and
$74,232,000 for the comparable periods last year. Comparable-store sales, which
were significantly impacted by an unfavorable currency translation from the
weakening of the Mexican Peso against the U.S. Dollar and reduced sales of
larger ticket items, such as computers, declined approximately 20% and 18% for
the 13 and 26 weeks ended July 26, 2003, respectively. In local currency,
comparable-store sales declined approximately 12% and 6% for the 13 and 26 weeks
ended July 26, 2003, respectively.
Gross profit for the International segment was $8,424,000, or 27.7% of sales,
and $16,889,000, or 26.1% of sales for the 13 and 26 weeks ended July 26, 2003,
respectively, compared to $7,604,000, or 21.1% of sales, and $16,726,000, or
22.5% of sales, for the comparable prior year periods. The increase in gross
profit as a percentage of sales was primarily due to a sales mix shift towards
higher margin supply merchandise from lower margin computer merchandise.
The International segment recognized operating income of $396,000, or 1.3% of
sales, and $1,270,000, or 2.0% of sales, for the 13 and 26 weeks ended July 26,
2003, respectively, compared to an operating loss of $210,000 and operating
income of $1,134,000, or 1.5% of sales, for the comparable periods last year.
The increase in operating profit as a percentage of sales during the second
quarter of fiscal year 2003 was due to the increased gross margin rate, which
was partially offset by de-leveraging of the International segment's store
operating and selling expenses and general and administrative expenses, all of
which are consistent with the sales mix shift towards supply merchandise from
lower margin computer merchandise.
Minority interest in the net income (loss) of the International segment was
$304,000 and $901,000 for the 13 and 26 weeks ended July 26, 2003, respectively,
compared to ($36,000) and $707,000 for the 13 and 26 weeks ended July 27, 2002,
respectively.
As a result of the foregoing factors, the International segment recognized net
income of $317,000, or 1.0% of sales, for the 13 weeks ended July 26, 2003,
compared to a net loss of $39,000 for the comparable prior year period. The
International segment had net income of $939,000, or 1.5% of sales, and
$735,000, or 1.0% of sales, for the 26 weeks ended July 26, 2003 and July 27,
2002, respectively.
18
LIQUIDITY AND CAPITAL RESOURCES
The Company's operating activities used $23,196,000 of cash during the 26 weeks
ended July 26, 2003. The net loss of $16,923,000 and cash usage as a result of
net working capital changes of $52,819,000, primarily due to a decrease in
accrued expenses and increases in inventory and accounts payable, were offset by
non-cash depreciation expense of $44,858,000. Since the end of fiscal year 2002,
accrued expenses decreased $30,628,000 primarily because of seasonal
fluctuations in advertising expenses and bonus payments under the Company's
Annual Incentive Bonus Plan. During the first half of fiscal year 2003,
inventory and accounts payable increased $15,718,000 and $15,147,000,
respectively. The increase in inventory since the end of the prior fiscal year
was due to the seasonal build-up of inventory prior to the back-to-school
selling season. Year-over-year, inventory decreased $5,341,000 and annualized
inventory turns improved to 3.8 times from 3.7 times for the comparable prior
year period. Accounts payable-to-inventory leverage increased 1.1% to 44.0% as
of July 26, 2003 from 42.9% as of July 27, 2002. The Company's operating
activities used $94,597,000 of cash during the 26 weeks ended July 27, 2002,
primarily for the purchase of inventory which increased $63,931,000, and the
payment of accounts payable, which decreased $80,861,000 since the end of the
prior fiscal year.
Net cash used for investing activities was $39,221,000 for the 26 weeks ended
July 26, 2003 versus $27,635,000 for the comparable prior year period. Capital
expenditures, primarily for new and remodeled superstores, were $38,300,000 for
the 26 weeks ended July 26, 2003 and $24,395,000 for the 26 weeks ended July 27,
2002.
Net cash used for financing activities was $20,983,000 for the 26 weeks ended
July 26, 2003. Current year financing activities primarily represent a decrease
in overdraft balances (checks issued pending clearance that result in overdraft
balances for accounting purposes) of $36,603,000 and the redemption of
outstanding preferred shares. See "Settlement of Dispute with Gateway" below.
The overdraft balances are included as a component of accounts payable in the
Company's consolidated balance sheets. The change in overdraft balances since
the end of fiscal year 2002 is reflected in the consolidated statements of cash
flows as a financing activity. Net cash provided by financing activities was
$107,198,000 in the comparable prior year period primarily because of an
increase in borrowings under the Company's revolving credit facility and a
decrease in overdraft balances.
On March 9, 2002, President Bush signed into law the "Job Creation and Worker
Assistance Act" (H.R. 3090). This new tax law temporarily extended the carryback
period, to five years from two years, for net operating losses incurred during
the Company's taxable years ended in 2001 and 2000. During the first quarter of
fiscal year 2002, the Company reversed a portion of the valuation allowance for
its net deferred tax assets and net operating loss carryforwards recorded during
the fourth quarter of fiscal year 2001 and recognized an income tax benefit of
$57,500,000 due to the extension of the carryback period. During fiscal year
2002, the Company received refunds for the additional net operating loss
carryback resulting from the extension of the carryback period. As of July 27,
2002, a receivable for the $57,500,000 income tax refund was included in other
current assets. Also during fiscal year 2002, the Company received refunds of
amounts on deposit with the Internal Revenue Service of approximately
$30,000,000 related to prior year tax returns. See "Note 10 of Notes to
Consolidated Financial Statements" above for additional information regarding
the valuation allowance and the refund received as a result of the extension of
the carryback period.
In accordance with an amended and restated joint venture agreement, the minority
owner in the Company's subsidiary in Mexico can elect to put its remaining 49%
interest in OfficeMax de Mexico to the Company, if certain earnings targets are
achieved. These earnings targets are calculated quarterly on a rolling four
quarter basis. If the earnings targets are achieved and the minority owner
elects to put its ownership interest to the Company, the purchase price would be
equal to fair value calculated based on the subsidiary's earnings for the last
four quarters before interest, taxes, depreciation and amortization and current
market multiples of similar companies. The fair value purchase price is
currently estimated to be $25,000,000 to $30,000,000.
During the fourth quarter of fiscal year 2000, the Company entered into a
$700,000,000 senior secured revolving credit facility. In May 2003, the Company
extended the revolving credit facility until February 28, 2007 and reduced the
available borrowing capacity under the revolving credit facility to
$550,000,000. The decision to reduce the available borrowing capacity of this
credit facility was another benefit of the Company's enhanced supply-chain
management programs and processes and the Company's forecasts through fiscal
year 2006 which reflect a significant reduction in the need for larger credit
availability based on improving positive cash flow. This reduction also served
to minimize fees paid on the unused portion of the facility. The revolving
credit facility is secured by a first priority perfected security interest in
the Company's inventory and certain accounts receivable and provides for
19
borrowings at the bank's base rate or Eurodollar Rate plus 1.75% to 2.50%
depending on the level of borrowing. The Company had $115,123,000 of standby
letters of credit outstanding as of July 26, 2003, which utilize a portion of
the Company's available borrowing capacity under this facility. These letters of
credit are issued in connection with the Company's insurance programs and two
synthetic operating leases related to its PowerMax inventory distribution
facilities. The Company pays quarterly usage fees of between 1.62% and 1.87% per
annum on the outstanding standby letters of credit. The Company pays quarterly
fees of 0.25% per annum on the unused portion of the revolving credit facility.
Available borrowing capacity under the revolving credit facility is calculated
as a percentage of the Company's inventory and certain accounts receivable. As
of July 26, 2003, the Company had unused and available borrowings under the
revolving credit facility of more than $365,000,000. As of July 26, 2003, the
Company had outstanding borrowings of $34,000,000 under the revolving credit
facility at a weighted average interest rate of 3.02%. As of January 25, 2003,
the Company had no outstanding borrowings under this facility.
The Company expects its funds generated from operations, as well as its current
cash reserves, and, when necessary, seasonal short-term borrowings, will be
sufficient to finance its operations and capital requirements in the foreseeable
future.
The Company's business is seasonal, with sales and operating income higher in
the third and fourth fiscal quarters, which include the back-to-school period
and the holiday selling season, respectively, followed by the traditional new
year office supply restocking month of January. Sales in the second fiscal
quarter's summer months are the slowest of the year primarily because of lower
office supplies consumption during the summer vacation period.
The Company occupies two of its PowerMax inventory distribution facilities under
synthetic operating leases with initial lease terms expiring in fiscal year
2004. One of the synthetic operating leases has been extended at the Company's
option until fiscal year 2005. The Company leases the PowerMax facilities from
VIEs (previously referred to as special purpose entities or SPEs) that have been
established by nationally prominent, creditworthy commercial lessors that are
not affiliated with OfficeMax to facilitate the financing of those assets for
the Company. No officers, directors or employees of the Company hold any direct
or indirect equity interest in such VIEs. The VIEs finance the cost of the
property through the issuance of commercial paper. The Company has provided
standby letters of credit of approximately $81,000,000 in support of the
commercial paper. In the event that the Company defaults on its obligations
under the leases, the VIEs could draw on the letters of credit in order to
redeem the commercial paper. These letters of credit utilize a portion of the
Company's available borrowing capacity under its revolving credit facility. Upon
expiration of the synthetic operating leases, the Company can elect to purchase
the related assets of both facilities at a total cost specified in the lease
agreements of approximately $80,000,000. If the Company does not elect to
purchase the related assets, the Company is required to honor certain fair value
guarantees. These guarantees require the Company to reimburse the lessor any
shortfall to a fair value specified in the lease agreements. Currently, the
Company expects to purchase the related assets upon expiration of the synthetic
operating leases, or otherwise enter into an arrangement to maintain the
continued use of these facilities, and is unable to estimate its obligation, if
any, under the fair value provisions of these leases. See "Note 11 of Notes to
Consolidated Financial Statements" above and "Recently Issued Accounting
Pronouncements" below for additional information regarding the Company's
synthetic operating leases.
20
LEGAL PROCEEDINGS
There are various claims, lawsuits and pending actions against the Company
incidental to the Company's operations. Although litigation is inherently
subject to many uncertainties, it is the opinion of management that the ultimate
resolution of these matters will not have a material effect on the Company's
liquidity and financial position. However, in the event of an unanticipated
adverse final determination, the Company's consolidated net income for the
period in which such determination occurs could be materially affected.
SETTLEMENT OF DISPUTE WITH GATEWAY
In fiscal year 2000, Gateway Companies, Inc. ("Gateway") committed to operate
licensed store-within-a-store computer departments within all OfficeMax
superstores in the United States pursuant to a strategic alliance. In connection
with the investment requirements of the strategic alliance, during the second
quarter of fiscal year 2000, Gateway invested $20,000,000 in Series B Serial
Preferred Shares (the "Series B Shares"). The Series B Shares, which had a
purchase price of $10 per share and a coupon rate of 7% per annum, had no voting
rights.
In fiscal 2001, a dispute arose between Gateway and OfficeMax as to their
respective rights and entitlements under the agreements related to the
implementation of the strategic alliance. Litigation and arbitration proceedings
were commenced with each party asserting claims of non-performance against the
other.
During the second quarter of fiscal year 2003, the Company and Gateway mutually
and satisfactorily resolved all outstanding issues in dispute. In accordance
with the settlement, OfficeMax redeemed the outstanding Series B Shares owned by
Gateway, Gateway reimbursed the Company for certain expenses it had incurred in
conjunction with the strategic alliance, and all litigation and arbitration
proceedings have been dismissed. The settlement had no impact on the Company's
results of operations.
21
SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements of the Company are prepared in conformity
with accounting principles generally accepted in the United States of America.
The preparation of these financial statements requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the periods presented. Actual amounts could differ from these
estimates and different amounts could be reported using different assumptions
and estimates.
The Company's significant accounting policies are described in the Notes to
Consolidated Financial Statements included in the Company's Annual Report on
Form 10-K for the fiscal year ended January 25, 2003. Management believes that
of its significant accounting policies, its policies concerning inventories,
income taxes, impairment of long-lived assets, goodwill, vendor income
recognition and facility closure costs involve high degrees of judgments,
estimates and complexity. The estimates and judgments made by management in
regards to these policies have the most significant impact on the Company's
reported financial position and operating results. Additional information
regarding these policies is set forth below.
Inventories
Inventories are valued at weighted average cost or market. Throughout the year,
the Company performs annual physical inventories at all of its locations. For
periods subsequent to the date of each location's last physical inventory, an
allowance for estimated shrinkage is provided based on various factors including
sales volume, the location's historical shrinkage results and current trends. If
actual losses as a result of inventory shrinkage are different than management's
estimates, adjustments to the Company's allowance for inventory shrinkage may be
required and the Company's gross margin could be adversely impacted.
The Company records cost markdowns for inventory not expected to be part of its
ongoing merchandise offering. These markdowns amounted to $7,000,000 and
$6,250,000 as of July 26, 2003 and January 25, 2003, respectively. Management
estimates the required allowance for future inventory cost markdowns based on
historical information regarding product sell through and gross margin rates for
similar products. If actual sell through or gross margin rates for discontinued
inventory are different than management's estimates, additional inventory
markdowns may be required and the Company's gross margin could be adversely
impacted.
Income Taxes
The Company uses the liability method whereby income taxes are recognized during
the fiscal year in which transactions enter into the determination of financial
statement income. Deferred tax assets and liabilities are recognized for the
expected future tax consequences of temporary differences between financial
statement and tax bases of assets and liabilities. The Company assesses the
recoverability of its deferred tax assets in accordance with the provisions of
FAS 109. In accordance with that standard, the Company recorded a charge to
establish a valuation allowance for its net deferred tax assets and net
operating loss carryforwards of $170,616,000 in the fourth quarter of fiscal
year 2001. As of July 26, 2003, the valuation allowance was approximately
$115,570,000, which represents a full valuation allowance of the Company's net
deferred tax assets, including amounts related to its net operating loss
carryforwards. The Company intends to maintain a full valuation allowance for
its net deferred tax assets and net operating loss carryforwards until
sufficient positive evidence exists to support the reversal of some portion or
the remainder of the allowance. Until such time, except for minor state, local
and foreign tax provisions, the Company will have no reported tax provision, net
of valuation allowance adjustments. Any future decision to reverse a portion or
all of the remaining valuation allowance will be based on consideration of
several factors including, but not limited to, the Company's expectations
regarding future taxable income and the Company's cumulative income or loss in
the then most recent three-year period. In the event the Company was to
determine, based on the existence of sufficient positive evidence, that it would
be able to realize its deferred tax assets in the future in excess of its net
recorded amount, an adjustment to the valuation allowance would increase income
in the period such determination was made.
22
Impairment of Long-Lived Assets
The Company reviews its long-lived assets for possible impairment at least
annually and whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable by the undiscounted future
cash flows expected to be generated by the asset over its remaining useful life.
If impairment exists, the carrying amount of the asset is reduced to fair value
or fair value less the cost to sell depending upon whether the asset is held for
use or disposal, respectively. The Company evaluates possible impairment of
long-lived assets for each of its retail stores individually based on
management's estimate of the store's future earnings before interest, taxes,
depreciation and amortization. Long-lived assets for which the Company cannot
specifically identify cash flows that are largely independent of the cash flows
of other long-lived assets, such as its corporate and distribution facilities,
are evaluated based on management's estimate of the Company's future
consolidated operating cash flows. During the second quarter of fiscal years
2003 and 2002, the Company recorded impairment losses of $593,000 and
$1,777,000, respectively. If actual future operating results or cash flows are
different than management's estimates, additional impairment losses may be
required to be recorded.
Goodwill
Goodwill represents the excess of cost over the fair value of the net
identifiable assets acquired in a business combination accounted for under the
purchase method. As a result of the adoption of Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangibles" ("FAS 142"), that
was effective for the Company as of the beginning of fiscal year 2002, goodwill
and intangible assets with an indefinite useful life are no longer amortized,
but are tested for impairment at least annually. The Company completed the
initial impairment test during the second quarter of fiscal year 2002 and
concluded that the fair value of both of the Company's reporting units (Domestic
and International) exceeded their carrying values as of January 27, 2002 and,
therefore, no impairment existed at that date. In addition to the initial
impairment test completed during the second quarter of fiscal year 2002, the
Company elected to perform the first of its annual tests during the fourth
quarter of fiscal year 2002 and concluded that the fair value of both of the
Company's reporting units exceeded their respective carrying values and no
impairment charge was required. The Company engaged a financial advisory firm to
assist management in completing the impairment tests and to prepare certain
analyses regarding the fair value of the Company's reporting units. In
developing its analyses, the financial advisory firm reviewed plans prepared by
management, interviewed senior managers of the Company and performed independent
research. Calculations regarding the fair value of the Company's reporting
units, including the analyses prepared by the financial advisory firm, rely
primarily on forecasts and projections regarding future operating results and
cash flows, which require management to make estimates and assumptions. If
actual operating results or cash flows are different than management's estimates
and assumptions, the Company could be required to record impairment charges in
future periods. The Company will be required to complete an annual impairment
test during its fourth fiscal quarter each year.
Vendor Income Recognition
The Company participates in various cooperative advertising and other vendor
marketing programs with its vendors. Consideration received from vendors for
cooperative advertising programs and other vendor marketing programs is
recognized as a reduction of cost of merchandise sold, unless the consideration
represents a reimbursement of a specific cost incurred by the Company, in which
case the consideration is recognized as a reduction of the related expense. The
Company also participates in various volume purchase rebate programs with its
vendors. These programs typically include annual purchase targets and offer
increasing tiered rebates based on the Company achieving certain purchase
levels. The Company recognizes consideration received from vendors for volume
purchase rebate programs as a reduction of cost of merchandise sold as the
related inventory is sold. For tiered volume purchase rebate programs, the
Company estimates the rebates to be earned based on expected purchases during
the rebate program period. The Company calculates expected purchases during the
rebate program period based on its replenishment model which utilizes a product
and store specific algorithm that incorporates recent sales trends, upcoming
promotional events and other relevant data to project sales and the related
replenishment requirements. The Company revises its purchase expectations at
least quarterly throughout the rebate program period. If actual purchases are
different than management's expectations, adjustments to the results of
operations may be necessary.
23
In November 2002, the FASB Emerging Issues Task Force ("Task Force") issued EITF
Issue No. 02-16, "Accounting by a Customer (including a Reseller) for Cash
Consideration Received from a Vendor" ("EITF 02-16"). EITF 02-16 addressed the
following two issues: (i) the classification in a reseller's financial
statements of cash consideration received from a vendor ("Issue 1"); and (ii)
the timing of recognition by a reseller of a rebate or refund from a vendor that
is contingent upon achieving a specific cumulative level of purchases or
remaining a customer for a specified time period ("Issue 2"). Issue 1 stipulates
that cash consideration received from a vendor is presumed to be a reduction of
the prices of the vendors' products and should, therefore, be recognized as a
reduction of cost of merchandise sold when recognized in the reseller's
financial statements. However, that presumption is overcome when the
consideration is either (a) a payment for assets or services delivered to the
vendor, in which case the cash consideration should be recognized as revenue (or
other income, as appropriate) when recognized in the reseller's income
statement, or (b) a reimbursement of a specific, incremental, identifiable cost
incurred by the reseller in selling the vendor's products, in which case the
cash consideration should be characterized as a reduction of that cost when
recognized in the reseller's income statement. Issue 2 states that vendor
rebates should be recognized on a systematic and rational allocation of the cash
consideration offered to each of the underlying transactions that results in
progress by the reseller toward earning the rebate, provided the amounts are
probable and reasonably estimable. Issue 1 was effective for all new
arrangements, including modifications of existing arrangements, entered into
after December 31, 2002. Issue 2 was effective for all new arrangements
initiated after November 21, 2002.
As noted above, the Company and its vendors participate in cooperative
advertising programs and other vendor marketing programs in which vendors
reimburse the Company for a portion of its advertising expenses and other costs.
In accordance with the transition provisions of EITF 02-16, the Company is
required to adopt the new guidance prospectively as it negotiates agreements
with new vendors or modifies existing agreements. The Company's vendor
agreements typically do not have expiration dates and remain in effect until
replaced, and therefore, it is expected to take up to 18 months to cycle through
all vendor program negotiations in the normal course of business. As a result of
the more restrictive standards defined in Issue 1 of EITF 02-16, the Company is
required to record certain consideration received from its vendors as a
reduction of cost of merchandise sold, which previously would have been
recognized as a reduction of a related advertising expense. This change in
accounting may impact the timing of recognition of cash consideration received
from the Company's vendors and increase its gross profit and net advertising
expenses. These changes do not affect the total amount of vendor income the
Company receives from its vendors. The application of the new guidance reduced
earnings by approximately $0.01 per diluted share during each of the first and
second quarters of fiscal year 2003. The estimated effect of the prospective
adoption of EITF 02-16 for the remainder of fiscal year 2003 is a reduction of
earnings of $0.01 to $0.02 per diluted share per quarter.
Facility Closure Costs
The Company continuously reviews its real estate portfolio to identify
underperforming facilities and closes those facilities that are no longer
strategically or economically viable. Prior to the adoption of FASB Statement
No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
("FAS 146"), which was effective for exit or disposal activities that are
initiated after December 31, 2002, the Company accrued estimated closure costs
in the period in which management approved a plan to close a facility. The
accrual for estimated closure costs is net of expected future sublease income,
which is estimated by management based on real estate studies prepared by
independent industry experts. If actual sublease income is different than
management's estimate, adjustments to the Company's store closing reserves may
be necessary.
During January 2003, the Company adopted the provisions of FAS 146. The adoption
of FAS 146 had no immediate impact on the Company's financial position, or
results of operations, but will affect the timing and recognition of future
facility closure costs that may be reported by the Company.
24
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"). FIN 46 clarifies consolidation
requirements for variable interest entities ("VIEs") which establishes
additional factors beyond ownership of a majority voting interest to indicate
that a company has a controlling financial interest in an entity (or a
relationship sufficiently similar to a controlling financial interest that it
requires consolidation). Consolidation of a VIE by an investor is required when
it is determined that the investor will absorb a majority of the VIE's expected
losses or residual returns, if they occur. This interpretation applies
immediately to variable interest entities created or obtained after January 31,
2003 and must be retroactively applied to holdings in variable interest entities
acquired before February 1, 2003 in interim and annual financial statements
issued for periods beginning after June 15, 2003. FIN 46 may be applied
prospectively with a cumulative-effect adjustment as of the date on which it is
first applied or by restating previously issued financial statements with a
cumulative-effect adjustment as of the beginning of the first year restated.
The Company leases two of its PowerMax distribution facilities from VIEs
(previously referred to as special purpose entities or SPEs) that have been
established by nationally prominent, creditworthy commercial lessors to
facilitate the financing of the inventory distribution facilities. The VIEs
finance the cost of the property through the issuance of commercial paper. The
Company has provided standby letters of credit of approximately $81,000,000 in
support of the commercial paper. In the event that the Company defaults on its
obligations under the leases, the VIEs could draw on the letters of credit in
order to redeem the commercial paper. These letters of credit utilize a portion
of the Company's available borrowing capacity under its revolving credit
facility. Upon expiration of the synthetic operating leases, the Company can
elect to purchase the related assets of both facilities at a total cost
specified in the lease agreements of approximately $80,000,000. If the Company
does not elect to purchase the related assets, the Company is required to honor
certain fair value guarantees. These guarantees require the Company to reimburse
the lessor for any shortfall from a fair value specified in the lease
agreements. Currently, the Company expects to purchase the related assets upon
expiration of the synthetic operating leases or otherwise enter into an
arrangement to maintain the continued use of these facilities.
Based on the provisions of FIN 46, as of the beginning of its third quarter of
fiscal year 2003, the Company is required to consolidate in its financial
statements the assets and related depreciation, liabilities and non-controlling
interests of the VIEs involved in the leasing of its PowerMax inventory
distribution facilities. The Company's third quarter consolidated financial
statements will reflect the outstanding debt of the VIEs of approximately
$80,000,000 in other long-term liabilities. Also as a result of consolidating
the VIEs, the Company's consolidated financial statements will reflect the net
fixed assets of the VIEs of approximately $60,000,000 which is net of
accumulated depreciation of approximately $20,000,000.
The Company has elected to adopt the provisions of FIN 46 prospectively with a
cumulative-effect adjustment as of the beginning of the third quarter of fiscal
year 2003. Accordingly, the Company will record a non-cash extraordinary loss of
approximately $20,000,000 in its fiscal third quarter which represents the
excess of the carrying value of the newly consolidated liabilities and
non-controlling interests over the carrying value of the newly consolidated
assets. As a result of consolidating the VIEs, the Company will incur additional
depreciation expense of approximately $1,000,000 per quarter beginning in the
third quarter of fiscal year 2003. Consolidation of the VIEs will have no impact
on the Company's cash flows.
In April 2003, the FASB issued Statement No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" ("FAS 149"). FAS 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under FASB
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities." FAS 149 is generally effective for contracts entered into or
modified after June 30, 2003. The provisions of FAS 149 are required to be
applied prospectively. The adoption of FAS 149 had no impact on the Company's
financial position or results of operations.
In May 2003, the FASB issued Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity" ("FAS
150"). FAS 150 requires that three classes of freestanding financial instruments
that embody obligations for entities be classified as liabilities. Generally,
FAS 150 is effective for financial instruments entered into or modified after
May 31, 2003 and is otherwise effective at the beginning of the first interim
period beginning after June 15, 2003. The adoption of FAS 150 had no impact on
the Company's financial position or results of operations.
25
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q (including information incorporated by
reference), contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Any information in this report
that is not historical information is a forward-looking statement which may be
identified by the use of language such as "may," "will," "should," "expects,"
"plans," "anticipates," "estimates," "believes," "thinks," "continues,"
"indicates," "outlook," "looks," "goals," "initiatives," "projects," or similar
expressions. These statements are likely to address the Company's growth
strategy, future financial performance (including sales, gross margin and
earnings), strategic initiatives (including the Company's proposed combination
with Boise Cascade Corporation), marketing and expansion plans, and the impact
of operating initiatives. The forward-looking statements, which speak only as of
the date of this report, are subject to risks, uncertainties and other factors
that could cause actual results to differ materially from those stated,
projected or implied in the forward-looking statements. These risks and
uncertainties include those described in Exhibit 99.1 of the Company's Annual
Report on Form 10-K for the fiscal year ended January 25, 2003, and in other
reports and exhibits to those reports filed with the Securities and Exchange
Commission. You are strongly urged to review such filings for a more detailed
discussion of such risks and uncertainties. The Company's filings with the
Securities and Exchange Commission are available at no charge at www.sec.gov and
www.freeEDGAR.com, as well as on a number of other web sites, including
OfficeMax.com, under the investor information section. These risks and
uncertainties also include the following: risks associated with general economic
conditions (including the effects of continuing hostilities in Iraq and
Afghanistan, additional terrorist attacks and hostilities, decline in the stock
market, currency devaluation, slower than anticipated economic recovery and
declining employment rate or other changes in our customers' business
environments, including an increase in bankruptcy filings); increasing
competition that includes office supply superstores, wholesale clubs, contract
stationers, computer and electronics superstore retailers, Internet
merchandisers and mass merchandisers, as well as grocery and drug store chains;
the result of continuing FAS 142 assessments; the impact of the adoption of EITF
02-16 and FIN 46 along with other new accounting pronouncements; and the risk
that the Company's proposed combination with Boise Cascade Corporation is not
consummated. The foregoing list of important factors is not exclusive. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise.
26
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk, principally interest rate risk and
foreign exchange rate risk. Market risk can be measured as the potential
negative impact on earnings, cash flows or fair values resulting from a
hypothetical change in interest rates or foreign currency exchange rates over
time. None of the market risk sensitive instruments entered into by the Company
are for trading purposes.
Interest earned on the Company's cash equivalents and short-term investments, as
well as interest paid on its debt and lease obligations, are sensitive to
changes in interest rates. The interest rate for the Company's revolving credit
facility is variable, while the Company's long-term debt and the interest
component of its operating leases is generally fixed. The Company manages its
interest rate risk by maintaining a combination of fixed and variable rate debt.
The Company believes its potential exposure to interest rate risk is not
material to the Company's financial position or the results of its operations.
The Company is exposed to foreign exchange rate risk through its subsidiary in
Mexico. The Company has not entered into any derivative financial instruments to
hedge this exposure, and believes its potential exposure is not material to the
Company's financial position or the results of its operations.
As of July 26, 2003, there had not been a material change in any of the market
risk information disclosed by the Company in its Annual Report on Form 10-K for
the year ended January 25, 2003. See "Item 7A. Quantitative and Qualitative
Disclosures About Market Risk" on page 36 of the Company's Annual Report on Form
10-K for the year ended January 25, 2003, filed with the Securities and Exchange
Commission on April 8, 2003, for more detailed information regarding market
risk.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains a set of disclosure controls and procedures designed to
ensure that information required to be disclosed by the Company in reports that
it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. Within the 90 day period
prior to the filing of this report, an evaluation was carried out under the
supervision and with the participation of the Company's management, including
the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the
effectiveness of the Company's disclosure controls and procedures. Based on that
evaluation, the CEO and CFO have concluded that the Company's disclosure
controls and procedures are effective.
Subsequent to the date of their evaluation, there have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within the Company have been detected. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.
27
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On August 6, 2003, a lawsuit was filed against the Company and certain of its
directors in the Court of Common Pleas, Cuyahoga County, Ohio. The lawsuit
purports to be brought as a class action on behalf of the Company's
shareholders. The lawsuit alleges that the Company and its board of directors
breached their fiduciary duties by approving the terms of the proposed merger
with Boise Cascade Corporation. The lawsuit seeks an order preventing the
Company from proceeding with the merger, along with other injunctive relief. The
Company believes the lawsuit is without merit and intends to vigorously contest
the action.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A. The 2003 Annual Meeting of Shareholders of OfficeMax was held on June 5,
2003. Shareholders of record at the close of business on April 9, 2003,
were entitled to vote at the Annual Meeting of Shareholders.
B. The following persons were nominated to serve, and were elected, as
directors of the Company to serve a term of two years or until their
successors are elected: Michael Feuer, Lee Fisher, Edwin Holman and Jerry
Sue Thornton. The voting results for each nominee were as follows:
Name For Withheld
---- --- --------
Michael Feuer 107,558,605 11,357,097
Lee Fisher 111,745,079 7,170,623
Edwin Holman 114,453,945 4,461,757
Jerry Sue Thornton 111,747,572 7,168,130
C. The proposal regarding approval of the Company's Annual Incentive Bonus
Plan received the following votes:
For Against Abstain
--- ------- -------
110,366,608 8,134,599 414,961
28
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: See Exhibit Index on page 31 of this report.
(b) Reports on Form 8-K: A Current Report on Form 8-K reporting under
Item 9, pursuant to Item 12, Disclosure of
Results of Operations and Financial
Condition, was filed on May 13, 2003,
regarding the results for the Company's
fiscal first quarter ended April 26, 2003.
A Current Report on Form 8-K reporting
under Item 9, pursuant to Item 12,
Disclosure of Results of Operations and
Financial Condition, was filed on June 5,
2003, providing an update for the
Company's fiscal second quarter ended
July 26, 2003, and regarding the results
of the voting on two items at its annual
meeting of shareholders.
A Current Report on Form 8-K reporting
under Item 5, Other Events, was filed on
July 14, 2003, regarding an agreement and
plan of merger among the Company, Boise
Cascade Corporation and Challis
Corporation.
A Current Report on Form 8-K reporting
under Item 9, pursuant to Item 12,
Disclosure of Results of Operations and
Financial Condition, was filed on August
12, 2003, regarding the results for the
Company's fiscal second quarter ended
July 26, 2003.
29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OFFICEMAX, INC.
Date: August 26, 2003 By: /s/ Michael F. Killeen
------------------------------------
Michael F. Killeen
Senior Executive Vice President,
Chief Financial Officer
30
EXHIBIT INDEX
Exhibit No. Description of Exhibit
*10.1 Amended and Restated Employment Agreement dated June 19, 2003, by
and between Michael Feuer and the Company.
*10.2 Executive Severance Agreement dated June 24, 2003, between the
Company and Gary Peterson.
*10.3 Executive Severance Agreement dated June 24, 2003, between the
Company and Michael Killeen.
*10.4 Executive Severance Agreement dated June 24, 2003, between the
Company and Harold Mulet.
*10.5 Executive Severance Agreement dated June 24, 2003, between the
Company and Ryan Vero.
*10.6 Executive Severance Agreement dated June 24, 2003, between the
Company and Phillip DePaul.
*10.7 OfficeMax Retention Bonus Program for Senior Management date as of
July 25, 2003.
31.1 Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley
Act.
31.2 Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley
Act.
32.1 Certification of CEO and CFO pursuant to Section 906 of the
Sarbanes-Oxley Act.
* Management contract or compensatory plan or arrangement required to be filed
as an exhibit.
31