SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 24, 2004
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 1-13740
(Exact name of registrant as specified in its charter)
| Michigan | 38-3294588 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Indentification No.) |
100 Phoenix Drive, Ann Arbor, Michigan 48108
(Address of principal executive offices with zip code)
(734) 477-1100
(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
| Shares Outstanding As of | |
| Title of Class | November 19, 2004 |
| Common Stock | 75,082,797 |
| Part I - Financial Information | |||
| Page | |||
| Item 1. | Financial Statements | 1 | |
| Item 2. | Management's Discussion and Analysis of | ||
| Financial Condition and Results of | |||
| Operations | 12 | ||
| Item 3. | Quantitative and Qualitative Disclosures about | ||
| Market Risk | 26 | ||
| Item 4. | Controls and Procedures | 26 | |
| Part II - Other information | |||
| Item 1. | Legal Proceedings | 26 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 27 | |
| Item 3. | Defaults Upon Senior Securities | N/A | |
| Item 4. | Submission of Matters to a vote of | N/A | |
| Securityholders | |||
| Item 5. | Other Information | N/A | |
| Item 6. | Exhibits | 28 | |
| Signatures | 29 | ||
i
| 13 Weeks Ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| October 24, | October 26, | |||||||||||||||
| 2004 |
2003 |
|||||||||||||||
| Sales | $ | 833.3 | $ | 807.9 | ||||||||||||
| Other revenue | 5.3 | 9.2 | ||||||||||||||
| Total revenue | 838.6 | 817.1 | ||||||||||||||
| Cost of merchandise sold, including occupancy costs | 626.1 | 611.0 | ||||||||||||||
| Inventory writedowns | 0.1 | - | ||||||||||||||
| Gross margin | 212.4 | 206.1 | ||||||||||||||
| Selling, general and administrative expenses | 210.8 | 201.4 | ||||||||||||||
| Pre-opening expense | 1.7 | 2.3 | ||||||||||||||
| Asset impairments and other writedowns | 0.2 | (0.6 | ) | |||||||||||||
| Operating income (loss) | (0.3 | ) | 3.0 | |||||||||||||
| Interest expense | 2.2 | 2.2 | ||||||||||||||
| Income (loss) before income tax | (2.5 | ) | 0.8 | |||||||||||||
| Income tax provision (benefit) | (1.0 | ) | 0.3 | |||||||||||||
| Net income (loss) | $ | (1.5 | ) | $ | 0.5 | |||||||||||
| Earnings (loss) per common share data | ||||||||||||||||
| Diluted: | ||||||||||||||||
| Income (loss) per common share | $ | (0.02 | ) | $ | 0.01 | |||||||||||
| Weighted average common shares outstanding (in millions) | 76.5 | 79.0 | ||||||||||||||
| Basic: | ||||||||||||||||
| Income (loss) per common share | $ | (0.02 | ) | $ | 0.01 | |||||||||||
| Weighted average common shares outstanding (in millions) | 76.5 | 77.5 | ||||||||||||||
| Dividends declared per common share | $ | 0.08 | $ | - | ||||||||||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
1
| 39 Weeks Ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| October 24, | October 26, | |||||||||||||||
| 2004 |
2003 |
|||||||||||||||
| Sales | $ | 2,511.2 | $ | 2,386.2 | ||||||||||||
| Other revenue | 18.9 | 23.9 | ||||||||||||||
| Total revenue | 2,530.1 | 2,410.1 | ||||||||||||||
| Cost of merchandise sold, including occupancy costs | 1,883.1 | 1,801.9 | ||||||||||||||
| Inventory writedowns | 0.2 | 0.5 | ||||||||||||||
| Gross margin | 646.8 | 607.7 | ||||||||||||||
| Selling, general and administrative expenses | 620.3 | 594.9 | ||||||||||||||
| Pre-opening expense | 3.4 | 5.5 | ||||||||||||||
| Asset impairments and other writedowns | 0.8 | - | ||||||||||||||
| Operating income | 22.3 | 7.3 | ||||||||||||||
| Interest expense | 6.5 | 7.0 | ||||||||||||||
| Income before income tax | 15.8 | 0.3 | ||||||||||||||
| Income tax provision | 5.8 | 0.1 | ||||||||||||||
| Net income | $ | 10.0 | $ | 0.2 | ||||||||||||
| Earnings per common share data | ||||||||||||||||
| Diluted: | ||||||||||||||||
| Income per common share | $ | 0.13 | $ | - | ||||||||||||
| Weighted average common shares outstanding (in millions) | 78.6 | 78.8 | ||||||||||||||
| Basic: | ||||||||||||||||
| Income per common share | $ | 0.13 | $ | - | ||||||||||||
| Weighted average common shares outstanding (in millions) | 77.2 | 77.8 | ||||||||||||||
| Dividends declared per common share | $ | 0.24 | $ | - | ||||||||||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
2
| October 24, | October 26, | January 25, | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2004 |
2003 |
2004 |
|||||||||||||||||||
| Assets | |||||||||||||||||||||
| Current Assets: | |||||||||||||||||||||
| Cash and cash equivalents | $ | 145.8 | $ | 110.6 | $ | 378.8 | |||||||||||||||
| Merchandise inventories | 1,533.5 | 1,478.0 | 1,235.6 | ||||||||||||||||||
| Accounts receivable and other current assets | 89.0 | 72.9 | 98.3 | ||||||||||||||||||
| Total Current Assets | 1,768.3 | 1,661.5 | 1,712.7 | ||||||||||||||||||
| Property and equipment, net of accumulated depreciation | |||||||||||||||||||||
| of $819.5, $724.7 and $763.5 at October 24, 2004, | |||||||||||||||||||||
| October 26, 2003, and January 25, 2004, respectively | 543.4 | 563.2 | 577.7 | ||||||||||||||||||
| Other assets | 85.7 | 83.2 | 70.2 | ||||||||||||||||||
| Deferred income taxes | 2.2 | 2.9 | 1.3 | ||||||||||||||||||
| Goodwill | 123.4 | 99.7 | 104.3 | ||||||||||||||||||
| Total Assets | $ | 2,523.0 | $ | 2,410.5 | $ | 2,466.2 | |||||||||||||||
| Liabilities, Minority Interest and Stockholders' Equity | |||||||||||||||||||||
| Current Liabilities: | |||||||||||||||||||||
| Short-term borrowings and current portion of long-term debt | $ | 136.7 | $ | 136.9 | $ | 141.2 | |||||||||||||||
| Trade accounts payable | 829.3 | 801.1 | 595.9 | ||||||||||||||||||
| Accrued payroll and other liabilities | 250.2 | 233.9 | 281.8 | ||||||||||||||||||
| Taxes, including income taxes | 57.2 | 53.2 | 133.1 | ||||||||||||||||||
| Deferred income taxes | 12.1 | 8.7 | 12.1 | ||||||||||||||||||
| Total Current Liabilities | 1,285.5 | 1,233.8 | 1,164.1 | ||||||||||||||||||
| Long-term debt | 56.3 | 50.7 | 57.2 | ||||||||||||||||||
| Long-term capital lease obligations | - | 12.9 | - | ||||||||||||||||||
| Other long-term liabilities | 100.3 | 86.8 | 90.2 | ||||||||||||||||||
| Total liabilities | 1,442.1 | 1,384.2 | 1,311.5 | ||||||||||||||||||
| Minority interest | 1.4 | - | 1.7 | ||||||||||||||||||
| Total liabilities and minority interest | 1,443.5 | 1,384.2 | 1,313.2 | ||||||||||||||||||
| Stockholders' Equity: | |||||||||||||||||||||
| Common stock; 200,000,000 shares authorized; | |||||||||||||||||||||
| 76,121,261, 78,009,042 and 78,273,341 issued and | |||||||||||||||||||||
| outstanding at October 24, 2004, October 26, 2003, | |||||||||||||||||||||
| and January 25, 2004, respectively | 582.5 | 644.0 | 646.3 | ||||||||||||||||||
| Deferred compensation | (0.5 | ) | (0.5 | ) | (0.6 | ) | |||||||||||||||
| Accumulated other comprehensive income | 22.8 | 13.2 | 24.1 | ||||||||||||||||||
| Retained earnings | 474.7 | 369.6 | 483.2 | ||||||||||||||||||
| Total Stockholders' Equity | 1,079.5 | 1,026.3 | 1,153.0 | ||||||||||||||||||
| Total liabilities, minority interest and stockholders' equity | $ | 2,523.0 | $ | 2,410.5 | $ | 2,466.2 | |||||||||||||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
3
| Accumulated | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Other | |||||||||||||||||||||||||||
| Common Stock | Deferred | Comprehensive | Retained | ||||||||||||||||||||||||
| Shares |
Amount |
Compensation |
Income |
Earnings |
Total |
||||||||||||||||||||||
| Balance at January 25, 2004 | 78,273,341 | $ | 646.3 | $ | (0.6 | ) | $ | 24.1 | $ | 483.2 | $ | 1,153.0 | |||||||||||||||
| Net income | - | - | - | - | 10.0 | 10.0 | |||||||||||||||||||||
| Currency translation adjustment | - | - | - | (1.6 | ) | - | (1.6 | ) | |||||||||||||||||||
| Change in fair value of | |||||||||||||||||||||||||||
| derivatives, net of tax of $0.0 | - | - | - | 0.3 | - | 0.3 | |||||||||||||||||||||
| Comprehensive income | 8.7 | ||||||||||||||||||||||||||
| Cash dividends declared | - | - | - | - | (18.5 | ) | (18.5 | ) | |||||||||||||||||||
| Issuance of common stock pursuant to | |||||||||||||||||||||||||||
| stock-based compensation plans | 2,373,332 | 32.1 | - | - | - | 32.1 | |||||||||||||||||||||
| Repurchase and retirement of | |||||||||||||||||||||||||||
| common stock | (4,525,412 | ) | (104.6 | ) | - | - | - | (104.6 | ) | ||||||||||||||||||
| Change in deferred | |||||||||||||||||||||||||||
| compensation | - | - | 0.1 | - | - | 0.1 | |||||||||||||||||||||
| Tax benefit of equity | |||||||||||||||||||||||||||
| compensation | - | 8.7 | - | - | - | 8.7 | |||||||||||||||||||||
| Balance at October 24, 2004 | 76,121,261 | $ | 582.5 | $ | (0.5 | ) | $ | 22.8 | $ | 474.7 | $ | 1,079.5 | |||||||||||||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
4
| 39 Weeks Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| October 24, | October 26, | |||||||||||
| 2004 | 2003 | |||||||||||
| Cash provided by (used for): | ||||||||||||
| Operations | ||||||||||||
| Net income | $ | 10.0 | $ | 0.2 | ||||||||
| Adjustments to reconcile net income to operating cash flows: | ||||||||||||
| Depreciation | 72.0 | 73.3 | ||||||||||
| Gain on deconsolidation of variable interest entities | (2.9 | ) | - | |||||||||
| Increase in deferred income taxes | (1.0 | ) | - | |||||||||
| Increase in other long-term assets | (7.8 | ) | (8.5 | ) | ||||||||
| Increase (decrease) in other long-term liabilities | 6.2 | (0.2 | ) | |||||||||
| Asset impairments and other writedowns | - | 0.6 | ||||||||||
| Cash provided by (used for) current assets and current liabilities: | ||||||||||||
| Increase in inventories | (292.4 | ) | (286.4 | ) | ||||||||
| Decrease in accounts receivable | 23.0 | 21.1 | ||||||||||
| Increase in prepaid expenses | (9.7 | ) | (4.1 | ) | ||||||||
| Increase in accounts payable | 229.7 | 232.6 | ||||||||||
| Decrease in taxes payable | (67.2 | ) | (64.6 | ) | ||||||||
| Decrease in expenses payable and accrued liabilities | (35.8 | ) | (48.3 | ) | ||||||||
| Net cash used for operations | (75.9 | ) | (84.3 | ) | ||||||||
| Investing | ||||||||||||
| Capital expenditures | (73.9 | ) | (77.5 | ) | ||||||||
| Loss on disposal of assets | 1.2 | 0.9 | ||||||||||
| Proceeds from sale-leaseback of assets | 32.3 | - | ||||||||||
| Acquisition | (31.2 | ) | (2.9 | ) | ||||||||
| Net cash used for investing | (71.6 | ) | (79.5 | ) | ||||||||
| Financing | ||||||||||||
| Net repayment of long-term capital lease obligations | (0.4 | ) | (0.9 | ) | ||||||||
| Net funding from credit facility and other financing obligations | 6.5 | 19.4 | ||||||||||
| Issuance of common stock pursuant to stock-based compensation plans | 32.1 | 15.8 | ||||||||||
| Payment of cash dividend | (18.5 | ) | - | |||||||||
| Repurchase of common stock | (104.6 | ) | (31.5 | ) | ||||||||
| Net cash provided by (used for) financing | (84.9 | ) | 2.8 | |||||||||
| Effect of exchange rates on cash and equivalents | (0.6 | ) | 2.5 | |||||||||
| Net decrease in cash and equivalents | (233.0 | ) | (158.5 | ) | ||||||||
| Cash and equivalents at beginning of year | 378.8 | 269.1 | ||||||||||
| Cash and equivalents at end of period | $ | 145.8 | $ | 110.6 | ||||||||
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
5
The accompanying unaudited condensed consolidated financial statements of Borders Group, Inc. (the Company) have been prepared in accordance with Rule 10-01 of Regulation S-X and do not include all the information and notes required by accounting principles generally accepted in the United States for complete financial statements. All adjustments, consisting only of normal recurring adjustments, have been made which, in the opinion of management, are necessary for a fair presentation of the results of the interim periods. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year. The unaudited condensed consolidated financial statements should be read in conjunction with the Companys consolidated financial statements and notes thereto for the fiscal year ended January 25, 2004.
The Companys fiscal year ends on the Sunday immediately preceding the last Wednesday in January. At October 24, 2004, the Company operated 498 superstores under the Borders name, including 24 in the United Kingdom, 11 in Australia, two in Puerto Rico, and one each in Singapore and New Zealand. The Company also operated 710 mall-based and other bookstores primarily under the Waldenbooks name, 36 bookstores under the Books etc. name in the United Kingdom and 72 Paperchase locations, also in the United Kingdom, approximately one-third of which are located inside Borders International superstores.
Litigation: Two former employees, individually and on behalf of a purported class consisting of all current and former employees who worked as assistant managers in Borders stores in the state of California at any time between April 10, 1996, and the present, have filed an action against the Company in the Superior Court of California for the County of San Francisco. The action alleges that the individual plaintiffs and the purported class members worked hours for which they were entitled to receive, but did not receive, overtime compensation under California law, and that they were classified as exempt store management employees but were forced to work more than 50% of their time in non-exempt tasks. The Amended Complaint, which names two additional plaintiffs, alleges violations of the California Labor Code and the California Business and Professions Code. The relief sought includes compensatory and punitive damages, penalties, preliminary and permanent injunctions requiring Borders to pay overtime compensation as required under California and Federal law, prejudgment interest, costs, and attorneys fees and such other relief as the court deems proper. On July 29, 2002, the Superior Court of California granted the plaintiffs motion for class certification in the action. The class certified consists of all individuals who worked as Assistant Managers in a Borders superstore in California at any time between April 10, 1996 and March 18, 2001. The class was further certified by the Court into the following subclasses: Assistant Manager-Merchandising; Assistant Manager-Inventory; Assistant Manager-Human Resources; Assistant Manager-Music; Assistant Manager-Training; Assistant Manager-Café. On January 28, 2004, a tentative settlement, subject to court approval, was reached pursuant to which the Company has agreed to pay $3.5 to resolve all claims asserted in the litigation. On July 29, 2004, the court granted preliminary approval of the tentative settlement, and scheduled the hearing on the final approval of the tentative settlement for December 2, 2004. The Company classified this charge as Legal settlement expense in the consolidated statements of operations in 2003.
On October 29, 2002, Gary Gerlinger, individually and on behalf of all other similarly situated consumers in the United States who, during the period from August 1, 2001 to the present, purchased books online from either Amazon.com, Inc. (Amazon) or the Company, instituted an action against the Company and Amazon in the United States District Court for the Northern District of California. The Complaint alleges that the agreement pursuant to which an affiliate of Amazon operates Borders.com as a co-branded site (the Mirror Site) violates federal anti-trust laws, California statutory law and the common law of unjust enrichment. The Complaint seeks injunctive relief, damages, including treble damages or statutory damages where applicable, attorneys fees, costs and disbursements, disgorgement of all sums obtained by allegedly wrongful acts, interest and declaratory relief. The Company has filed an answer denying any liability and also has filed a motion for summary judgment. The Court has issued an order granting the motion as to certain of plaintiffs claims, denying it as to others and requesting additional briefing on certain issues. The order also denied certain cross-motions filed by the plaintiff. The Company intends to vigorously defend the action. The Company has not included any liability in its consolidated financial statements in connection with this lawsuit and has expensed as incurred all legal costs to date. Although an adverse resolution of the matter could have a material adverse effect on the result of the operations of the Company for the applicable period or periods, the Company does not believe that this litigation will have a material effect on its liquidity or financial position.
6
Certain states and private litigants have sought to impose sales or other tax collection efforts on out-of-jurisdiction companies that engage in e-commerce. The Company currently is disputing a claim by the state of California relating to sales taxes that the state claims should have been collected on certain Borders.com sales in California prior to implementation of the Companys Mirror Site agreement with Amazon. Also, the Company and Amazon have been named as defendants in actions filed by a private litigant on behalf of the states of Nevada and Illinois under the applicable states False Claims Act relating to the failure to collect use taxes on Internet sales in Nevada and Illinois for periods both before and after the implementation of the Mirror Site Agreement. The Complaints seek judgments, jointly and severally, against the defendants for, among other things, injunctive relief, treble the amount of damages suffered by the states of Nevada and Illinois as a result of the alleged violations of the defendants, penalties, costs and expenses, including legal fees. A similar action previously filed against the Company in Tennessee has been dismissed and the appeal period has expired. A motion of the Attorney General of Nevada to dismiss the Nevada action was denied, and the Attorney General has appealed that ruling to the Nevada Supreme Court. On July 29, 2004, the Illinois Attorney General filed a motion to dismiss the Illinois matter as against the Company. This motion has been stayed pending the decision on an appeal in a similar action.
The Company is vigorously defending all claims against the Company relating to any failure by it or Amazon to collect sales or other taxes relating to Internet sales, and intends to file, with other retailers, a motion to dismiss the Nevada action on additional grounds not included in the respective Nevada Attorney Generals motion. The Company and other retailer defendants have filed a similar joint motion in the Illinois matter but no ruling has been made on the motion. Although an adverse resolution of claims relating to the failure to collect sales or other taxes on online sales could have a material effect on the results of the operations of the Company for the applicable period or periods, the Company does not believe that any such claims will have a material adverse effect on its liquidity or financial position.
On October 22, 2004, Ann Arbor Store No. 1 L.L.C. (the Plaintiff ), a variable interest entity formed by Agree LP and Agree Realty Corporation (collectively Agree) that leases to the Company the Borders store and adjacent office space in downtown Ann Arbor, Michigan (the Property), filed a Complaint for Declaratory Relief against the Company. The Complaint seeks a judgment ordering the Company to execute a lease for the Property at a rental rate that the Company disputes, as well as other relief. The litigation relates to the calculation of rent under a 1996 agreement pursuant to which the Plaintiff and the Company agreed to enter into a long-term lease of the Property upon the termination of the Companys synthetic lease financing facility, which occurred in July of 2004. The Company has filed an Answer disputing the rent calculation of Plaintiff, and a Counterclaim against the Plaintiff and a Third Party Complaint against Agree seeking a declaratory judgment relating to the rent payable under the long-term lease, damages and other relief. The Company repaid a loan in the amount of approximately $9.7 in connection with the termination of the synthetic lease facility, which was accounted for as prepaid rent on the Property, as discussed in Note 3 Financing Lease Financing Facilities. Agree contends the Company should not be given credit for the repayment of the loan in determining the annual rent under the long-term lease on the Property. An adverse decision could result in the impairment of all or a portion of this asset, as well as a rental obligation under the long-term lease in an amount greater than is currently being paid and accrued for by the Company. The parties have agreed to engage in a non-binding facilitation process in an effort to resolve the dispute.
In addition to the matters described above, the Company is, from time to time, involved in or affected by other litigation incidental to the conduct of its businesses.
Relationship with Kmart General: Prior to its initial public offering in May 1995, the Company was a subsidiary of Kmart Corporation (Kmart); Kmart currently owns no shares of common stock of the Company. On January 22, 2002, Kmart filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code, and emerged from Chapter 11 on May 6, 2003. Such filings have not affected the operations of the Company.
Kmart and the Company continue to have the following contractual relationships.
Tax Allocation and Indemnification Agreement: Prior to the completion of its initial public offering (IPO), the Company was included in the consolidated federal income tax returns of Kmart and filed on a combined basis with Kmart in certain states. Pursuant to a tax allocation and indemnification agreement between the Company and Kmart (Tax Allocation Agreement) the Company will remain obligated to pay to Kmart any income taxes the Company would have had to pay if it had filed separate tax returns for the tax period beginning on January 26, 1995, and ending on June 1, 1995, the date of the consummation of the IPO (to the extent that it has not
7
previously paid such amounts to Kmart). In addition, if the tax liability attributable to the Company for any previous tax period during which the Company was included in a consolidated federal income tax return filed by Kmart or a combined state return is adjusted as a result of an action of a taxing authority or a court, then the Company will pay to Kmart the amount of any increase in such liability and Kmart has agreed to pay to the Company the amount of any decrease in such liability (in either case together with interest and penalties). The Companys tax liability for previous years will not be affected by any increase or decrease in Kmarts tax liability if such increase or decrease is not directly attributable to the Company. After completion of the IPO, the Company continued to be subject under existing federal regulations to several liability for the consolidated federal income taxes for any tax year in which it was a member of any consolidated group of which Kmart was the common parent. Pursuant to the Tax Allocation Agreement, however, Kmart agreed to indemnify the Company for any federal income tax liability of Kmart or any of its subsidiaries (other than that which is attributable to the Company) that the Company could be required to pay and the Company agreed to indemnify Kmart for any of the Companys separate company taxes.
Lease Guaranty Agreement: Borders leases for 13 of its retail stores and its distribution center in Harrisburg, Pennsylvania have been guaranteed by Kmart. Under the terms of a lease guaranty, indemnification and reimbursement agreement entered into upon completion of the IPO, as amended, (Lease Guaranty Agreement), the underlying leases will be transferable by Borders, subject to a right of first refusal in favor of Kmart with respect to sites within a three-mile radius of a Kmart store and, with respect to all other sites, a right of first offer in favor of Kmart. The Company and Borders are required to indemnify Kmart with respect to (i) any liabilities Kmart may incur under the lease guarantees, except those liabilities arising from the gross negligence or willful misconduct of Kmart, and (ii) any losses incurred by Kmart after taking possession of any particular premises, except to the extent such losses arise solely from the acts or omissions of Kmart. Under the terms of the Lease Guaranty Agreement, in the event of (i) the Companys or Borders failure to provide any required indemnity, (ii) a knowing and material violation of the limitations on transfers of guaranteed leases set forth in the agreement, or (iii) certain events of bankruptcy, Kmart will have the right to assume any or all of the guaranteed leases and to take possession of all of the premises underlying such guaranteed leases; provided, that in the event of a failure or failures to provide required indemnities, the remedy of taking possession of all of the premises underlying the guaranteed leases may be exercised only if such failures relate to an aggregate liability of $10.0 or more and only if Kmart has provided 100 days prior written notice. In the event of a failure to provide required indemnities resulting in losses of more than the equivalent of two months rent under a particular lease but less than $10.0, Kmart may exercise such remedy of possession as to the premises underlying the guaranteed lease or leases to which the failure to provide the indemnity relates and one additional premise for each such premises to which the failure relates, up to a maximum, in any event, of five additional premises, and thereafter, with respect to such additional premises, Kmart remedies and indemnification rights shall terminate. In the event of a failure to provide required indemnities resulting in liabilities of less than the equivalent of two months rent under a particular lease, Kmart may exercise such remedy of possession only as to the premises underlying the guaranteed lease or leases to which the failure to provide the indemnity relates. The Lease Guaranty Agreement will remain in effect until the expiration of all lease guarantees, which the Company believes will be in January 2020.
Credit Agreement. The Company has a Multicurrency Revolving Credit Agreement (the Credit Agreement), which was amended in July 2004 and will expire in July 2009. The Credit Agreement provides for borrowings of up to $500.0 (which may be increased to $700.0 under certain circumstances) secured by eligible inventory and accounts receivable and related assets. Borrowings under the Credit Agreement are limited to a specified percentage of eligible inventories and accounts receivable and bear interest at a variable base rate plus an increment or LIBOR plus an increment at the Companys option. The Credit Agreement (i) includes a fixed charge coverage ratio requirement of 1.1 to 1 that is applicable only if outstanding borrowings under the facility exceed 90% of permitted borrowings thereunder, (ii) contains covenants that limit, among other things, the Companys ability to incur indebtedness, grant liens, make investments, consolidate or merge or dispose of assets, (iii) prohibits dividend payments and share repurchases that would result in borrowings under the facility exceeding 90% of permitted borrowings thereunder, and (iv) contains default provisions that are typical for this type of financing, including a cross default provision relating to other indebtedness of more than $25.0. The Company had borrowings outstanding under the Credit Agreement of $127.7 at October 24, 2004, $136.9 at October 26, 2003 and $126.9 at January 25, 2004.
8
Term Loan. On July 30, 2002, the Company issued $50.0 of senior guaranteed notes (the Notes) due July 30, 2006 and bearing interest at 6.31% (payable semi-annually). The proceeds of the sale of the Notes were used to refinance existing indebtedness of the Company and its subsidiaries and for general corporate purposes. The note purchase agreement relating to the Notes contains covenants which limit, among other things, the Companys ability to incur indebtedness, grant liens, make investments, engage in any merger or consolidation, dispose of assets or change the nature of its business, and requires the Company to meet certain financial measures regarding net worth, total debt coverage and fixed charge coverage. In July 2004, the note purchase agreement was amended to permit the amendment to the Credit Agreement described above and to provide for a parity lien to secure the Notes on the same collateral as secures borrowings under the Credit Agreement.
Lease Financing Facilities. The Company had two lease financing facilities (the Original Lease Facility and the New Lease Facility, collectively, the Lease Financing Facilities) to finance new stores and other property owned by unaffiliated entities and leased to the Company or its subsidiaries. In July 2004, the Company repaid all amounts outstanding under the Lease Financing Facilities (totaling $13.8) on behalf of the two borrowing variable interest entities (VIEs). The Company has recorded this debt repayment as a prepayment of a portion of the rent expense for occupancy through 2024, and has classified the current portion as a component of Accounts receivable and other current assets, and the non-current portion as a component of Other assets on the consolidated balance sheets at October 24, 2004. In conjunction with this transaction, the Lease Financing Facilities were terminated.
Consolidated VIEs. As a result of the repayment and termination of the Lease Financing Facilities, the Company deconsolidated the two VIEs which had participated in the Lease Financing Facilities as of July 25, 2004, pursuant to the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46). The deconsolidation of the two VIEs resulted in a reduction of land, property and equipment, net of accumulated depreciation, of $12.5, short-term borrowings of $13.8, and minority interest of $1.3 at July 25, 2004. The Company also recorded an after-tax gain of $1.7 as a result of the deconsolidation of these VIEs. These amounts have been treated as non-cash items on the consolidated statements of cash flows.
Separately, the Company is the primary beneficiary of two VIEs due to the Companys guarantee of the debt of these entities. As a result, the Company consolidates these VIEs and has recorded property and equipment, net of accumulated depreciation, of $5.5, long-term debt of $5.8, and minority interest of $0.4 at October 24, 2004.
Mortgage Notes: During 1994, the Company entered into agreements in which leases with respect to four Borders locations served as collateral for certain mortgage pass-through certificates. These mortgage pass-through certificates included a provision requiring the Company to repurchase the underlying mortgage notes in certain events. In the fourth quarter of 2001, the Company was obligated to purchase the notes for $33.5, due to Kmart Corporations (the former guarantor of the leases) failure to maintain investment grade credit ratings. As a result, the Company has categorized this prepaid rent amount as part of Other assets in the consolidated balance sheets and is amortizing the balance over each propertys remaining lease term. The remaining balance at October 24, 2004 was approximately $27.3.
The Company accounts for equity-based compensation under the guidance of APB No. 25. As permitted, the Company has adopted the disclosure-only option of Statement of Financial Accounting Standards No. 123, Accounting for Stock Based Compensation (FAS 123). The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FAS 123 to stock-based employee compensation:
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| 13 Weeks Ended | 39 Weeks Ended | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| October 24, | October 26, | October 24, | October 26, | ||||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
||||||||||||||||
| Net income (loss), as reported | $ | (1.5 | ) | $ | 0.5 | $ | 10.0 | $ | 0.2 | ||||||||||
| Add: Stock-based employee expense included in reported | |||||||||||||||||||
| net income, net of related tax effects | 0.1 | - | 0.1 | - | |||||||||||||||
| Deduct: Total stock-based employee compensation | |||||||||||||||||||
| expense determined under fair value method for all | |||||||||||||||||||
| awards, net of tax | 1.3 | 3.1 | 3.7 | 6.1 | |||||||||||||||
| Pro-forma net income (loss) | $ | (2.7 | ) | $ | (2.6 | ) | $ | 6.4 | $ | (5.9 | ) | ||||||||
| Earnings (loss) per share: | |||||||||||||||||||
| Basic -- as reported | $ | (0.02 | ) | $ | 0.01 | $ | 0.13 | $ | - | ||||||||||
| Basic -- pro-forma | $ | (0.03 | ) | $ | (0.03 | ) | $ | 0.08 | $ | (0.08 | ) | ||||||||
| Diluted -- as reported | $ | (0.02 | ) | $ | 0.01 | $ | 0.13 | $ | - | ||||||||||
| Diluted -- pro-forma | $ | (0.03 | ) | $ | (0.03 | ) | $ | 0.08 | $ | (0.08 | ) | ||||||||
The Company is organized based upon the following operating segments: domestic Borders stores, Waldenbooks stores, International Borders, Books etc. and Paperchase stores, and Corporate (consisting of the unallocated portion of interest expense, certain corporate governance costs, and corporate incentive costs).
Segment data includes charges allocating all corporate support costs to each segment. Transactions between segments, consisting principally of inventory transfers, are recorded primarily at cost. Interest income and expense are allocated to segments based upon the cash flow generated or absorbed by those segments. The Company utilizes fixed interest rates, approximating the Companys medium-term borrowing and investing rates, in calculating segment interest income and expense. The Company evaluates the performance of its segments and allocates resources to them based on anticipated future contribution.
Total assets for the Corporate segment include certain corporate headquarters property and equipment, net of accumulated depreciation, of $68.9 and $72.2 at October 24, 2004 and October 26, 2003, respectively, whose related depreciation expense has been allocated to the Borders, Waldenbooks and International segments. Depreciation expense allocated to the Borders segment totaled $2.5 and $2.8 for the 13 weeks ended October 24, 2004 and October 26, 2003, respectively, and $7.3 and $8.6 for the 39 weeks ended October 24, 2004 and October 26, 2003, respectively. Depreciation expense allocated to the Waldenbooks segment totaled $1.2 and $1.4 for the 13 weeks ended October 24, 2004 and October 26, 2003, respectively, and $3.5 and $4.4 for the 39 weeks ended October 24, 2004 and October 26, 2003, respectively. Depreciation expense allocated to the International segment totaled $0.0 and $0.0 for the 13 weeks ended October 24, 2004 and October 26, 2003, respectively, and $0.1 and $0.0 for the 39 weeks ended October 24, 2004 and October 26, 2003 respectively.
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| 13 Weeks Ended | 39 weeks ended | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| October 24, | October 26, | October 24, | October 26, | ||||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
||||||||||||||||
| Sales | |||||||||||||||||||
| Borders | $ | 564.1 | $ | 551.7 | $ | 1,734.2 | $ | 1,643.2 | |||||||||||
| Walden | 150.6 | 161.5 | 451.4 | 480.5 | |||||||||||||||
| International | 118.6 | 94.7 | 325.6 | 262.5 | |||||||||||||||
| Total sales | $ | 833.3 | $ | 807.9 | 2,511.2 | 2,386.2 | |||||||||||||
| Net income (loss) | |||||||||||||||||||
| Borders | $ | 8.3 | $ | 7.4 | $ | 34.9 | $ | 22.8 | |||||||||||
| Walden | (1.1 | ) | 0.7 | 3.4 | 3.8 | ||||||||||||||
| International | (2.1 | ) | (2.1 | ) | (7.9 | ) | (9.8 | ) | |||||||||||
| Corporate | (6.6 | ) | (5.5 | ) | (20.4 | ) | (16.6 | ) | |||||||||||
| Total net income (loss) | $ | (1.5 | ) | $ | 0.5 | $ | 10.0 | $ | 0.2 | ||||||||||
| Total assets | |||||||||||||||||||
| Borders | $ | 1,533.5 | $ | 1,476.1 | |||||||||||||||
| Walden | 391.5 | 413.2 | |||||||||||||||||
| International | 411.4 | 366.4 | |||||||||||||||||
| Corporate | 186.6 | 154.8 | |||||||||||||||||
| Total assets | $ | 2,523.0 | $ | 2,410.5 | |||||||||||||||
In March 2004, the Company entered into an agreement with GE Pension Limited to sell and subsequently leaseback a Company-owned property owned by its Books, Etc. subsidiary. There were no future commitments, obligations, provisions, or circumstances included in either the sale contract or the lease contract that would result in the Companys continuing involvement; therefore, the assets associated with the property were removed from the Companys condensed consolidated balance sheets.
The transaction was recorded in the International segment. The sale proceeds were $32.3 and the net book value of the property upon the completion date of the sale was $28.4. Direct costs associated with the transaction were $0.4. A deferred gain of $3.5 was recorded on the consolidated balance sheets in Other long-term liabilities and is being amortized over the 20-year term of the operating lease.
In July 2004, the Company invested cash of $24.1, including debt repayment of $4.1, in connection with an increase in its 15% equity stake in Paperchase Products, Ltd. (Paperchase), a leading stationery retailer in the United Kingdom, to 97%, which was allocated primarily to fixed assets, inventory and goodwill of $28.0. The Company also recorded minority interest of $1.1. During the third quarter of 2004, the Company received an independent valuation of the acquired assets of Paperchase, and as a result, recorded fair market value adjustments to the purchased value of fixed assets and intangible assets, resulting in a $9.0 reduction of the previously-recorded goodwill balance. At the time of the acquisition, Paperchase operated 61 locations, including more than a third of which are located inside Borders International superstores. The acquisition has been accounted for as a purchase in the Companys International segment. The acquisition was not material to the consolidated statements of operations, the consolidated balance sheets, or the consolidated statements of cash flows of the Company.
In August 2004, the Company entered into a licensing agreement with Seattles Best Coffee LLC (SBC), a wholly-owned subsidiary of Starbucks Corporation, through which the Company will operate SBC-branded cafés within substantially all of the Companys existing Borders superstores in the continental U.S. and Alaska and new stores in that territory as they are opened. Cafés located within
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existing Borders superstores will be converted to SBC cafés beginning in early 2005, and continue over the next few years. The SBC cafés will continue to be managed and staffed by Company employees, who will be trained on SBC brand standards and procedures. SBC will also provide brand direction and oversight, as well as in-store promotional support, and will receive royalty payments from the Company.
On March 31, 2004, the Financial Accounting Standards Board (FASB) issued an exposure draft, Share-Based Payment, an Amendment of FASB Statements No. 123 and 95". The proposed change in accounting would replace existing requirements under SFAS 123, Accounting for Stock-Based Compensation, and APB Opinion No. 25, Accounting for Stock Issued to Employees. The exposure draft covers a wide range of equity-based compensation arrangements. Under the FASBs proposal, all forms of share-based payments to employees, including employee stock options, would be treated the same as other forms of compensation by recognizing the related cost in the income statement. The expense of the award would generally be measured at fair value at the grant date. The comment period for the exposure draft ended on June 30, 2004 and final rules are expected to be issued in late 2004. The standard would be applicable for fiscal quarters beginning after June 30, 2005. The Company will evaluate the impact of any change in the accounting standards on the Companys financial position and res