NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation:
Office Depot, Inc., including consolidated subsidiaries (Office Depot or the
Company), is a global supplier of office products and services. The Company currently operates under several banners, including Office Depot
®
and OfficeMax
®
and utilizes proprietary company and product brand names. The Companys common stock is traded on the NASDAQ Global Select Market under the ticker symbol ODP. As of June 25,
2016, the Company sold to customers throughout North America, Europe, and the Asia/Pacific region through three reportable segments (or Divisions): North American Retail Division, North American Business Solutions Division and
International Division. Refer to Note 11 for further Division information.
The Condensed Consolidated Financial Statements as of June 25, 2016 and
for the 13-week and 26-week periods ended June 25, 2016 (also referred to as the second quarter of 2016 and the first half of 2016) and June 27, 2015 (also referred to as the second quarter of 2015 and
the first half of 2015) are unaudited. However, in managements opinion, these financial statements reflect all adjustments of a normal recurring nature necessary to provide a fair presentation of the Companys financial
position, results of operations and cash flows for the periods presented.
The Company has prepared the Condensed Consolidated Financial Statements
included herein pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Some information and note disclosures, which would normally be included in comprehensive annual financial statements prepared in
accordance with accounting principles generally accepted in the United States, have been condensed or omitted pursuant to those SEC rules and regulations. For a better understanding of the Company and its Condensed Consolidated Financial Statements,
we recommend reading these Condensed Consolidated Financial Statements in conjunction with the audited financial statements which are included in the 2015 Form 10-K. These interim results are not necessarily indicative of the results that should be
expected for the full year.
Cash Management:
The cash management process generally utilizes zero balance accounts which provide for the settlement
of the related disbursement and cash concentration accounts on a daily basis. Trade accounts payable and Accrued expenses and other current liabilities as of June 25, 2016 and December 26, 2015 included $25 million and $32 million,
respectively, of amounts not yet presented for payment drawn in excess of disbursement account book balances, after considering offset provisions.
At
June 25, 2016, cash and cash equivalents held outside the United States amounted to $150 million.
Receivables under Factoring Agreement:
The
Company sells selected accounts receivables on a non-recourse basis to an unrelated financial institution under a factoring agreement in France. The Company accounts for this transaction as a sale of receivables, removes receivables sold
from its financial statements, and records cash proceeds when received by the Company as cash provided by operating activities in the Statements of Cash Flows. The financial institution retains a portion of the sold receivables as a
guarantee until the receipt of the proceeds associated with the factored invoices.
In the second quarter and first half of 2016, the Company
withdrew $84 million and $167 million respectively, from amounts available under the factoring arrangement. Receivables sold for which the Company did not obtain cash directly from the financial institution are included in Receivables and amount to
$8 million and $6 million as of June 25, 2016 and December 26, 2015, respectively. Retention guarantee totaling $9 million and $10 million are included in Prepaid expenses and other current assets as of June 25, 2016 and
December 26, 2015, respectively.
Employee Benefit Plans
In May 2016, the Compensation Committee of the Board of Directors approved the
2016 long-term incentive grants. The awards are three forms of restricted stock units all of which include service conditions. One portion of the awards vest annually over three years and the remainder cliff vest in three years. Additionally, a
portion of the awards include performance conditions based on adjusted operating income and a portion of the awards include market conditions that compare the Companys total shareholder return relative to a peer group.
7
OFFICE DEPOT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Continued)
New Accounting Standards:
In May 2014, the Financial Accounting Standards Board (the FASB)
issued an accounting standards update that supersedes most current revenue recognition guidance and modifies the accounting for certain costs associated with revenue generation. The core principle of this guidance is that an entity should recognize
revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides a number of steps to
apply to achieve that principle and requires additional disclosures. The standard was originally to be effective for the Companys first quarter of 2017. In July 2015, the FASB approved a one year extension to the required implementation date
but also permitted companies to adopt the standard at the original effective date of 2017. Adoption before the original effective date of 2017 is not permitted. The new standard may be applied retrospectively to each prior period presented or
retrospectively with a cumulative effect recognized as of the date of adoption. The Company is assessing what impact this new standard will have on its Consolidated Financial Statements.
In February 2016, the FASB issued an accounting standards update which will require lessees to recognize most leases on their balance sheets related to the
rights and obligations created by those leases. The accounting treatment for lessors will remain relatively unchanged. The accounting standards update also requires additional qualitative and quantitative disclosures related to the nature, timing
and uncertainty of cash flows arising from leases. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Lessees and lessors are required to use a
modified retrospective transition method for existing leases and accordingly, apply the new accounting model for the earliest year presented in the financial statements. The Company is currently evaluating the impact the adoption of this new
standard will have on its Consolidated Financial Statements but anticipates it will result in a significant right of use asset and related liability associated with our operating leases.
In March 2016, the FASB issued an accounting standards update as part of its simplification initiative. The new standard will modify several aspects of the
accounting and reporting for employee share-based payments and related tax accounting impacts, including the presentation in the statements of operations and cash flows of certain tax benefits or deficiencies and employee tax withholdings, as well
as the accounting for award forfeitures over the vesting period. Other provisions of the new standard relate to nonpublic entities and eliminate guidance that had not become effective. The new standard is effective for fiscal years beginning after
December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this new standard will have on its Consolidated Financial Statements.
NOTE 2. ACQUISITION AND DISPOSITIONS
Staples
Acquisition
On February 4, 2015, Staples, Inc. (Staples) and the Company announced that the companies entered into a definitive merger
agreement (the Staples Merger Agreement), under which Staples would acquire all of the outstanding shares of Office Depot and the Company would become a wholly owned subsidiary of Staples (the Staples Acquisition).
On December 7, 2015, the United States Federal Trade Commission (the FTC) informed Office Depot and Staples that it intended to block the Staples
Acquisition. On the same date, Office Depot and Staples announced their intent to contest the FTCs decision to challenge the transaction. On May 10, 2016, the U.S. District Court for the District of Columbia granted the FTCs request for
a preliminary injunction against the proposed acquisition, and as a result, the companies terminated the Staples Merger Agreement on May 16, 2016. Per the terms of the termination agreement, Staples paid Office Depot a fee of $250 million in cash on
May 19, 2016 (Termination Fee), which is included in Merger, restructuring and other operating (income) expenses, net in the Condensed Consolidated Statements of Operations and in Net cash provided by (used in) operating activities in
the Condensed Consolidated Statements of Cash Flows.
Refer to Note 3 for expenses incurred related to the Staples Acquisition.
8
OFFICE DEPOT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Continued)
Other assets held for sale
Certain facilities identified for closure through integration and other activities have been accounted for as assets held for sale. Assets held for sale
primarily consist of supply chain facilities, and are presented in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. The assets held for sale activity in the first half of 2016 is presented in the table below.
|
|
|
|
|
(In millions)
|
|
|
|
Balance as of December 26, 2015
|
|
$
|
30
|
|
Dispositions
|
|
|
(6
|
)
|
Reclassifications
|
|
|
(20
|
)
|
|
|
|
|
|
Balance as of June 25, 2016
|
|
$
|
4
|
|
|
|
|
|
|
One supply chain facility previously classified as held for sale was reclassified to operations to support the current supply
chain integration process. Disposition of this facility is no longer anticipated within one year.
Any gain on these dispositions, which are expected to
be completed within one year, will be recognized at the Corporate level and included when realized in Merger, restructuring and other operating (income) expenses, net in the Condensed Consolidated Statements of Operations. Refer to Note 3 for
further information on Merger, restructuring and other accruals.
NOTE 3. MERGER, RESTRUCTURING, AND OTHER ACCRUALS
In recent years, the Company has taken actions to adapt to changing and competitive conditions. These actions include closing facilities, consolidating
functional activities, eliminating redundant positions, disposing of businesses and assets, and taking actions to improve process efficiencies. In 2013, the OfficeMax merger (the Merger) was completed and integration activities similar
to the actions described above began. The Company also assumed certain restructuring liabilities previously recorded by OfficeMax. In mid-2014, the Companys real estate strategy (the Real Estate Strategy) identified 400 retail
stores for closure over three years along with planned changes to the supply chain that currently are anticipated to be complete in 2017. During the second quarter of 2016, the Company completed the retail store closures under this program. Also in
2014, the European restructuring plan was approved by the Company to realign the organization from a geographic-focus to a business channel-focus (the European Restructuring Plan). Additionally, during 2015 and through the second quarter
of 2016, expenses were incurred and the Termination Fee received associated with the Staples Acquisition. The significant components of these activities are discussed below.
9
OFFICE DEPOT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Continued)
Merger, restructuring, and other operating (income) expenses, net
The Company presents Merger, restructuring and other operating (income) expenses, net on a separate line in the Condensed Consolidated Statements of Operations
to identify these activities apart from the activities to sell to and service its customers. These expenses and income are not included in the determination of Division operating income. The table below and narrative that follows summarize the major
components of Merger, restructuring and other operating (income) expenses, net.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter
|
|
|
First Half
|
|
(In millions)
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Merger related expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance, retention, and relocation
|
|
$
|
|
|
|
$
|
6
|
|
|
$
|
|
|
|
$
|
11
|
|
Transaction and integration
|
|
|
11
|
|
|
|
29
|
|
|
|
22
|
|
|
|
53
|
|
Facility closure, contract termination, and other costs, net
|
|
|
14
|
|
|
|
29
|
|
|
|
17
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Merger related expenses
|
|
|
25
|
|
|
|
64
|
|
|
|
39
|
|
|
|
79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International restructuring and certain other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance and retention
|
|
|
1
|
|
|
|
20
|
|
|
|
5
|
|
|
|
25
|
|
Integration
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
4
|
|
Other related expenses
|
|
|
3
|
|
|
|
|
|
|
|
4
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total International restructuring and certain other expenses
|
|
|
4
|
|
|
|
22
|
|
|
|
9
|
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Staples Acquisition (income) expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retention
|
|
|
15
|
|
|
|
29
|
|
|
|
18
|
|
|
|
35
|
|
Transaction
|
|
|
19
|
|
|
|
5
|
|
|
|
41
|
|
|
|
14
|
|
Termination Fee
|
|
|
(250
|
)
|
|
|
|
|
|
|
(250
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Staples Acquisition (income) expenses
|
|
|
(216
|
)
|
|
|
34
|
|
|
|
(191
|
)
|
|
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Merger, restructuring and other operating (income) expenses, net
|
|
$
|
(187
|
)
|
|
$
|
120
|
|
|
$
|
(143
|
)
|
|
$
|
163
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merger related expenses
Severance, retention, and relocation reflect expenses incurred for the integration of staff functions and includes termination benefits for certain retail and
supply chain closures. Such benefits are being accrued through the anticipated facility closure date. Severance calculations consider factors such as the expected timing of store closures, terms of existing severance plans, expected employee
turnover and attrition.
Transaction and integration expenses include integration-related professional fees, incremental temporary contract labor, salary
and benefits for employees dedicated to the Merger activity, travel costs, non-capitalizable software integration costs, and other direct costs to combine the companies. Such costs are being recognized as incurred.
Facility closure, contract termination and other costs primarily relate to facility closure accruals, contract termination cost, gains and losses on asset
dispositions, and accelerated depreciation. Facility closure expenses include amounts incurred by the Company to close retail stores in the United States as part of the Real Estate Strategy, as well as supply chain facilities. The Company closed 51
retail stores in the first half of 2016, completing the 400 store closures announced in 2014. During the second quarter of 2016 and first quarter of 2015, the Company recognized gains of $1 million and $19 million, respectively, from the sale of
warehouse facilities that had been classified as assets held for sale. The gains are included in Merger, restructuring and other operating (income) expenses, net, as the dispositions were part of the supply chain integration associated with the
Merger.
International restructuring and certain other expenses
Expenses include charges related to restructuring activities, including severance and retention, professional integration fees, facility closure and other
restructuring costs.
10
OFFICE DEPOT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Continued)
Staples Acquisition (income) expenses
Expenses include retention accruals, and transaction costs, including costs associated with regulatory filings and professional fees, offset by the Termination
Fee income (refer to Note 2 for further information). The prior period accruals for retention were paid in the first quarter of 2016. Current period retention accruals will be paid in the third quarter of 2016.
Asset impairments are not included in the table above. Refer to Note 9 for further information.
Merger and Restructuring Accruals
The activity in the
merger and restructuring accruals is presented in the table below. The total $143 million income presented in Merger, restructuring and other operating (income) expenses, net in the first half of 2016 Condensed Consolidated Statement of Operations,
includes the $250 million Termination Fee. Excluding the Termination Fee, expenses of $107 million were incurred in the first half of 2016, of which $36 million relate to Merger and restructuring liabilities and are included as Charges incurred in
the table below. The remaining $71 million expense is comprised of $41 million Staples Acquisition transaction expenses, $22 million Merger transaction and integration expenses and $8 million in other transactions expenses These amounts are excluded
from the table below because they are recorded as incurred or earned, non-cash, or otherwise not associated with Merger and restructuring balance sheet accounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Half 2016
|
|
|
|
|
(In millions)
|
|
December
26, 2015
|
|
|
Charges
Incurred
|
|
|
Cash
Payments
|
|
|
Currency,
Lease
Accretion
and Other
Adjustments
|
|
|
June
25, 2016
|
|
Termination benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merger related accruals
|
|
$
|
16
|
|
|
$
|
|
|
|
$
|
(4
|
)
|
|
$
|
(2
|
)
|
|
$
|
10
|
|
European restructuring plan
|
|
|
42
|
|
|
|
|
|
|
|
(16
|
)
|
|
|
2
|
|
|
|
28
|
|
Other restructuring accruals
|
|
|
1
|
|
|
|
4
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
1
|
|
Lease and contract obligations, accruals for facilities closures and other costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merger related accruals
|
|
|
77
|
|
|
|
14
|
|
|
|
(37
|
)
|
|
|
3
|
|
|
|
57
|
|
European restructuring plan
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Other restructuring accruals
|
|
|
25
|
|
|
|
1
|
|
|
|
(8
|
)
|
|
|
1
|
|
|
|
19
|
|
Acquired entity accruals
|
|
|
25
|
|
|
|
(2
|
)
|
|
|
(3
|
)
|
|
|
2
|
|
|
|
22
|
|
Staples Acquisition related accruals
|
|
|
72
|
|
|
|
19
|
|
|
|
(75
|
)
|
|
|
(1
|
)
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
259
|
|
|
$
|
36
|
|
|
$
|
(147
|
)
|
|
$
|
5
|
|
|
$
|
153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The short-term and long-term components of these liabilities are included in Accrued expenses and other current liabilities
and Deferred income taxes and other long-term liabilities, respectively, on the Condensed Consolidated Balance Sheets.
11
OFFICE DEPOT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Continued)
NOTE 4. DEBT
Amended Credit Agreement
Based on the June borrowing base
certificate, at June 25, 2016, the Company had approximately $1.1 billion of available credit under the Second Amended and Restated Credit Agreement. In May 2011, Office Depot entered into an amended and restated agreement, which was further amended
and restated in May 2016 for an additional five years (the Amended Credit Agreement). The new $1.2 billion facility will mature on May 13, 2021. The Amended Credit Agreement reduces the overall fees and applicable spread
on borrowing and modifies certain covenants to provide additional flexibility for incremental indebtedness, acquisitions, asset sales and restricted payments. In connection with the May 2016 amendment, the Company recorded $6 million in debt
acquisition costs, which are included in Other assets in the Condensed Consolidated Balance Sheet and will be amortized ratably through May 2021.
As of
June 25, 2016, letters of credit outstanding under the Amended Credit Agreement totaled $91 million. There were no borrowings under the Amended Credit Agreement in the second quarter of 2016.
Other
The Company was in compliance with all applicable
financial covenants at June 25, 2016.
NOTE 5. INCOME TAXES
For the second quarter of 2016, the Companys effective tax rate was primarily impacted by valuation allowances. Valuation allowances limited the
recognition of deferred tax expense associated with the utilization of deferred tax assets, as well as deferred tax benefits for the generation of pretax losses, in certain tax jurisdictions. The effective tax rate was also impacted by nondeductible
foreign interest and other nondeductible expenses, as well as the mix of pretax earnings among jurisdictions. The tax impact of the Termination Fee was mitigated by the deductibility of certain formerly non-deductible expenses and the utilization of
tax credits. Due to the Companys valuation allowances, interim income tax reporting is likely to result in significant variability of the effective tax rate throughout the course of the year. Changes in pretax income projections and the mix of
income across jurisdictions could also impact the effective tax rate each quarter.
The Company has significant deferred tax assets in the U.S. and in
certain foreign jurisdictions against which valuation allowances have been established to reduce such deferred tax assets to the amount that is more likely than not to be realized. As of the second quarter of 2016, valuation allowances remain in the
U.S. and certain foreign jurisdictions where the Company believes it is necessary to see further positive evidence, such as sustained achievement of cumulative profits, before these valuation allowances can be released. Given the current earnings
trend in the U.S., sufficient positive evidence may become available for the Company to release all or a portion of the U.S. valuation allowance in a future period. Of the $493 million U.S. valuation allowance recorded as of year-end 2015, it is
reasonably possible that approximately $400 million may be released during 2016. A substantial portion of such release would result in a discrete non-cash income tax benefit as early as the third quarter of 2016, with the remainder being recognized
throughout the year as part of the estimated annual effective tax rate applied to ordinary income. In addition, if positive evidence develops, the Company may also release valuation allowances in certain foreign jurisdictions as early as the third
quarter of 2016, which would result in an income tax benefit of $3 million in the period of release. However, the exact timing and amount of the valuation allowance releases are subject to change based on the level of profitability actually achieved
in future periods. The Company will continue to assess the realizability of its deferred tax assets in the U.S. and remaining foreign jurisdictions.
The
Company files a U.S. federal income tax return and other income tax returns in various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal and state and local income tax examinations for years
before 2015 and 2009, respectively. The acquired OfficeMax U.S. consolidated group is no longer subject to U.S. federal and state and local income tax examinations for years before 2013 and 2006, respectively. The U.S. federal income tax return for
2015 is currently under review. Generally, the Company is subject to routine examination for years 2008 and forward in its international tax jurisdictions.
12
OFFICE DEPOT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Continued)
It is reasonably possible that certain tax positions will be resolved within the next 12 months, which would
decrease the Companys balance of unrecognized tax benefits by $5 million. This decrease would either have no impact on or would decrease the effective tax rate, depending on whether existing valuation allowances are released prior to
resolution. Additionally, the Company anticipates that it is reasonably possible that new issues will be raised or resolved by tax authorities that may require changes to the balance of unrecognized tax benefits; however, an estimate of such changes
cannot be reasonably made.
NOTE 6. STOCKHOLDERS EQUITY
The following table reflects the changes in stockholders equity.
|
|
|
|
|
(In millions)
|
|
|
|
Stockholders equity at December 26, 2015
|
|
$
|
1,603
|
|
Net income
|
|
|
256
|
|
Repurchase of common stock for treasury
|
|
|
(26
|
)
|
Other comprehensive income
|
|
|
11
|
|
Amortization of long-term incentive stock grants
|
|
|
16
|
|
|
|
|
|
|
Stockholders equity at June 25, 2016
|
|
$
|
1,860
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss) activity, net of tax, where applicable, is provided in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
Foreign
Currency
Translation
Adjustments
|
|
|
Change in
Deferred
Pension and
Other
|
|
|
Total
|
|
Balance at December 26, 2015
|
|
$
|
108
|
|
|
$
|
(78
|
)
|
|
$
|
30
|
|
Other comprehensive income (loss) activity before reclassifications
|
|
|
12
|
|
|
|
(1
|
)
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net other comprehensive income (loss)
|
|
|
12
|
|
|
|
(1
|
)
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 25, 2016
|
|
$
|
120
|
|
|
$
|
(79
|
)
|
|
$
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a result of valuation allowances in the U.S. and several international taxing jurisdictions, items other than deferred
pension amounts generally have little or no tax impact. The component balances are net of immaterial tax impacts, where applicable.
Treasury Stock
In May 2016, the Companys Board of Directors authorized a stock repurchase program of up to $100 million of its outstanding common stock. The
stock repurchase authorization permits the Company to repurchase stock from time-to-time through a combination of open market repurchases, privately negotiated transactions, 10b5-1 trading plans, accelerated stock repurchase transactions and/or
other derivative transactions. The program, which extends for a period of 12 months, may be suspended or discontinued at any time. The exact number and timing of share repurchases will depend on market conditions and other factors, and will be
funded through existing liquidity.
Under the stock repurchase program, the Company purchased approximately 7 million shares at a cost of $26 million in
the second quarter of 2016. As of June 25, 2016, $74 million remains available for repurchase under the current authorization.
13
OFFICE DEPOT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Continued)
NOTE 7. EARNINGS PER SHARE
The following table represents the calculation of net earnings per common share basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter
|
|
|
First Half
|
|
(In millions, except per share amounts)
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Basic Earnings Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
210
|
|
|
$
|
(58
|
)
|
|
$
|
256
|
|
|
$
|
(13
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding
|
|
|
550
|
|
|
|
547
|
|
|
|
550
|
|
|
|
546
|
|
Basic earnings (loss) per share
|
|
$
|
0.38
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.47
|
|
|
$
|
(0.02
|
)
|
Diluted Earnings Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
210
|
|
|
$
|
(58
|
)
|
|
$
|
256
|
|
|
$
|
(13
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding
|
|
|
550
|
|
|
|
547
|
|
|
|
550
|
|
|
|
546
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options and restricted stock
|
|
|
10
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted-average shares outstanding
|
|
|
560
|
|
|
|
547
|
|
|
|
557
|
|
|
|
546
|
|
Diluted earnings (loss) per share
|
|
$
|
0.38
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.46
|
|
|
$
|
(0.02
|
)
|
Potentially dilutive stock options and restricted stock representing approximately 9 million shares for the second
quarter and first half of 2015 were excluded from the diluted loss per share calculation because of the net loss in the periods.
Awards of options and
nonvested shares representing approximately 7 million and 8 million additional shares of common stock were outstanding for the second quarter and first half of 2016, respectively, and less than 1 million for the second quarter and first half of
2015, respectively, but were not included in the computation of diluted weighted-average shares outstanding because their effect would have been antidilutive. For the periods presented, no tax benefits have been assumed in the weighted average share
calculation in jurisdictions with valuation allowances.
NOTE 8. EMPLOYEE BENEFIT PLANS
Pension and Other Postretirement Benefit Plans North America
The components of net periodic pension benefit for the Companys North American pension plans are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter
|
|
|
First Half
|
|
(In millions)
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Service cost
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
2
|
|
Interest cost
|
|
|
12
|
|
|
|
11
|
|
|
|
23
|
|
|
|
23
|
|
Expected return on plan assets
|
|
|
(14
|
)
|
|
|
(14
|
)
|
|
|
(28
|
)
|
|
|
(28
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension benefit
|
|
$
|
|
|
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the first half of 2016, $1 million of cash contributions were made to the North American pension plans. The Company
expects to make additional cash contributions of $1 million to the North American pension plans in the remainder of 2016.
14
OFFICE DEPOT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Continued)
Pension Plan Europe
The components of net periodic pension benefit for the Companys European pension plan are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter
|
|
|
First Half
|
|
(In millions)
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Service cost
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Interest cost
|
|
|
2
|
|
|
|
2
|
|
|
|
4
|
|
|
|
4
|
|
Expected return on plan assets
|
|
|
(3
|
)
|
|
|
(3
|
)
|
|
|
(6
|
)
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension benefit
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
|
$
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys European pension plan is in a net asset position. The Company expects to make additional cash contributions
of $1 million to the European pension plan in the remainder of 2016.
Net periodic pension benefits for the North American and European pension and other
postretirement benefit plans are recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.
NOTE
9. DERIVATIVE INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Derivative Instruments and Hedging Activities
As a global supplier of office products and services the Company is exposed to risks associated with changes in foreign currency exchange rates, fuel and other
commodity prices and interest rates. Depending on the exposure, settlement timeframe and other factors, the Company may enter into derivative transactions to mitigate those risks. Financial instruments authorized under the Companys established
risk management policy include spot trades, swaps, options, caps, collars, forwards and futures. Use of derivative financial instruments for speculative purposes is expressly prohibited by the Companys policies. The Company may designate and
account for such qualifying arrangements as hedges or reflect current mark-to-market impacts of non-qualifying economic hedge arrangements currently in earnings. As of June 25, 2016, the foreign exchange and fuel contracts extended through
December 2016 and January 2017, respectively.
The fair values of the Companys foreign currency contracts and fuel contracts are the amounts
receivable or payable to terminate the agreements at the reporting date, taking into account current interest rates, exchange rates and commodity prices. The values are based on market-based inputs or unobservable inputs that are corroborated by
market data. Amounts associated with derivative financial instruments were not significant for the reported periods.
Financial Instruments
The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date under current market conditions. In developing its fair value estimates, the Company uses the following hierarchy:
|
|
|
Level 1:
|
|
Quoted prices in active markets for identical assets or liabilities.
|
|
|
Level 2:
|
|
Observable market based inputs or unobservable inputs that are corroborated by market data.
|
|
|
Level 3:
|
|
Significant unobservable inputs that are not corroborated by market data. Generally, these fair value measures are model-based valuation techniques such as discounted cash flows or option pricing models using the Companys
own estimates and assumptions or those expected to be used by market participants.
|
The fair values of cash and cash equivalents, receivables, trade accounts payable and accrued expenses and other current
liabilities approximate their carrying values because of their short-term nature.
15
OFFICE DEPOT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Continued)
The following table presents information about financial instruments at the balance sheet dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 25, 2016
|
|
|
December 26, 2015
|
|
(In millions)
|
|
Carrying
Value
|
|
|
Fair
Value
|
|
|
Carrying
Value
|
|
|
Fair
Value
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timber notes receivable
|
|
$
|
895
|
|
|
$
|
919
|
|
|
$
|
905
|
|
|
$
|
909
|
|
Company-owned life insurance
|
|
|
86
|
|
|
|
86
|
|
|
|
88
|
|
|
|
88
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recourse debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.75% senior secured notes, due 2019
|
|
|
250
|
|
|
|
264
|
|
|
|
250
|
|
|
|
265
|
|
7.35% debentures, due 2016
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
|
18
|
|
Revenue bonds, due in varying amounts periodically through 2029
|
|
|
186
|
|
|
|
186
|
|
|
|
186
|
|
|
|
186
|
|
American & Foreign Power Company, Inc. 5% debentures, due 2030
|
|
|
14
|
|
|
|
11
|
|
|
|
14
|
|
|
|
13
|
|
Non-recourse debt
|
|
|
808
|
|
|
|
831
|
|
|
|
819
|
|
|
|
825
|
|
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
|
|
|
Timber notes receivable:
Fair value is determined as the present value of expected future cash flows discounted at the current interest rate for loans of similar terms with comparable credit risk (Level 2
measure).
|
|
|
|
Company-owned life insurance:
In connection with the Merger, the Company acquired company owned life insurance policies on certain former employees. The fair value of the company-owned life insurance policies is
derived using determinable net cash surrender value (Level 2 measure).
|
|
|
|
Recourse debt:
Recourse debt for which there were no transactions on the measurement date was valued based on quoted market prices near the measurement date when available or by discounting the future cash flows
of each instrument using rates based on the most recently observable trade or using rates currently offered to the Company for similar debt instruments of comparable maturities (Level 2 measure).
|
|
|
|
Non-recourse debt:
Fair value is estimated by discounting the future cash flows of the instrument at rates currently available to the Company for similar instruments of comparable maturities (Level 2
measure).
|
Fair Value Estimates Used in Impairment Analyses
North American Retail Division
The Company
recognized no store asset impairment charges in 2016 and $4 million and $9 million in the second quarter and first half of 2015, respectively. The first half of 2015 charges include approximately $1 million impairment of favorable lease intangible
asset values following the identification of closing locations where future intangible asset recovery was considered unlikely.
16
OFFICE DEPOT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Continued)
NOTE 10. COMMITMENTS AND CONTINGENCIES
Legal Matters
The Company is involved in litigation
arising in the normal course of business. While, from time to time, claims are asserted that make demands for a large sum of money (including, from time to time, actions which are asserted to be maintainable as class action suits), the Company does
not believe that contingent liabilities related to these matters (including the matters discussed below), either individually or in the aggregate, will materially affect the Companys financial position, results of operations or cash flows.
In addition, in the ordinary course of business, sales to and transactions with government customers may be subject to lawsuits, investigations, audits
and reviews by governmental authorities and regulatory agencies, with which the Company cooperates. Many of these lawsuits, investigations, audits and reviews are resolved without material impact to the Company. While claims in these matters may at
times assert large demands, the Company does not believe that contingent liabilities related to these matters, either individually or in the aggregate, will materially affect its financial position, results of operations or cash flows.
In addition to the foregoing, Heitzenrater v. OfficeMax North America, Inc., et al. was filed in the United States District Court for the Western District of
New York in September 2012 as a putative class action alleging violations of the Fair Labor Standards Act and New York Labor Law. The complaint alleges that OfficeMax misclassified its assistant store managers (ASMs) as exempt employees.
OfficeMax vigorously defended itself in this lawsuit and in November 2015 reached a settlement in the amount of $3.53 million which the court approved in final form in June 2016. This case has been dismissed.
Further, Kyle Rivet v. Office Depot, Inc., formerly known as Constance Gibbons v. Office Depot, Inc., a putative class action that was instituted in May 2012,
is pending in the United States District Court for the District of New Jersey. The complaint alleges that Office Depots use of the fluctuating workweek method of pay was unlawful because Office Depot failed to pay a fixed weekly salary and
failed to provide its ASMs with a clear and mutual understanding notification that they would receive a fixed weekly salary for all hours worked. The plaintiffs seek unpaid overtime, punitive damages, and attorneys fees. The Company believes
that adequate provisions have been made for probable losses in this case and such amounts are not material. However, in light of the early stage of the case and the inherent uncertainty of litigation, the Company is unable to estimate a reasonably
possible range of loss in this matter. Office Depot intends to vigorously defend itself in this lawsuit.
OfficeMax is named a defendant in a number of
lawsuits, claims, and proceedings arising out of the operation of certain paper and forest products assets prior to those assets being sold in 2004, for which OfficeMax agreed to retain responsibility. Also, as part of that sale, OfficeMax agreed to
retain responsibility for all pending or threatened proceedings and future proceedings alleging asbestos-related injuries arising out of the operation of the paper and forest products assets prior to the closing of the sale. The Company has made
provision for losses with respect to the pending proceedings. Additionally, as of June 25, 2016, the Company has made provision for environmental liabilities with respect to certain sites where hazardous substances or other contaminants are or may
be located. For these environmental liabilities, our estimated range of reasonably possible losses was approximately $10 million to $25 million. The Company regularly monitors its estimated exposure to these liabilities. As additional information
becomes known, these estimates may change, however, the Company does not believe any of these OfficeMax retained proceedings are material to the Companys business.
17
OFFICE DEPOT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Continued)
NOTE 11. DIVISION INFORMATION
The Company has three reportable segments: North American Retail Division, North American Business Solutions Division, and International Division. The North
American Retail Division includes retail stores in the United States, including Puerto Rico and the U.S. Virgin Islands, which offer office supplies, technology products and solutions, business machines and related supplies, facilities products, and
office furniture. Most stores also have a copy and print center offering printing, reproduction, mailing and shipping services. The North American Business Solutions Division sells office supply products and services in Canada and the United States,
including Puerto Rico and the U.S. Virgin Islands. North American Business Solutions Division customers are served through dedicated sales forces, through catalogs, telesales, and electronically through its Internet sites. The International Division
sells office products and services through direct mail catalogs, contract sales forces, Internet sites, and retail stores in Europe and Asia/Pacific.
The
office supply products and services offered across all operating segments are similar. Division operating income is determined based on the measure of performance reported internally to manage the business and for resource allocation. This measure
charges to the respective Divisions those expenses considered directly or closely related to their operations and allocates support costs. Certain operating expenses and credits are not allocated to the Divisions including Asset impairments and
Merger, restructuring and other operating (income) expenses, net, as well as expenses and credits retained at the Corporate level, including certain management costs and legacy pension and environmental matters. Other companies may charge more or
less of these items to their segments and results may not be comparable to similarly titled measures used by other entities.
The following is a summary
of Sales and Division operating income (loss) by each of the Divisions, reconciled to consolidated totals.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
|
Second Quarter
|
|
|
First Half
|
|
(In millions)
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
North American Retail Division
|
|
$
|
1,249
|
|
|
$
|
1,342
|
|
|
$
|
2,755
|
|
|
$
|
2,995
|
|
North American Business Solutions Division
|
|
|
1,330
|
|
|
|
1,434
|
|
|
|
2,698
|
|
|
|
2,910
|
|
International Division
|
|
|
639
|
|
|
|
664
|
|
|
|
1,309
|
|
|
|
1,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,218
|
|
|
$
|
3,440
|
|
|
$
|
6,762
|
|
|
$
|
7,317
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Division Operating Income (Loss)
|
|
|
|
Second Quarter
|
|
|
First Half
|
|
(In millions)
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
North American Retail Division
|
|
$
|
30
|
|
|
$
|
42
|
|
|
$
|
132
|
|
|
$
|
128
|
|
North American Business Solutions Division
|
|
|
63
|
|
|
|
63
|
|
|
|
109
|
|
|
|
120
|
|
International Division
|
|
|
(10
|
)
|
|
|
2
|
|
|
|
(19
|
)
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
83
|
|
|
$
|
107
|
|
|
$
|
222
|
|
|
$
|
263
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
OFFICE DEPOT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Continued)
A reconciliation of the measure of Division operating income to Consolidated income before income taxes is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter
|
|
|
First Half
|
|
(In millions)
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Total Division operating income
|
|
$
|
83
|
|
|
$
|
107
|
|
|
$
|
222
|
|
|
$
|
263
|
|
Add/(subtract):
|
|
|
|
|
|
|
|
|
Asset impairments
|
|
|
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
(9
|
)
|
Merger, restructuring and other operating income (expenses), net
|
|
|
187
|
|
|
|
(120
|
)
|
|
|
143
|
|
|
|
(163
|
)
|
Unallocated expenses
|
|
|
(17
|
)
|
|
|
(34
|
)
|
|
|
(40
|
)
|
|
|
(55
|
)
|
Interest income
|
|
|
6
|
|
|
|
6
|
|
|
|
12
|
|
|
|
12
|
|
Interest expense
|
|
|
(25
|
)
|
|
|
(23
|
)
|
|
|
(48
|
)
|
|
|
(48
|
)
|
Other income (expense), net
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
$
|
234
|
|
|
$
|
(67
|
)
|
|
$
|
289
|
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 25, 2016 and December 26, 2015, goodwill totaled $378 million, of which $78 million was recorded in the North
American Retail Division, $285 million in the North American Business Solutions Division and $15 million in the International Division.
As a result of
the Companys common stock price change following termination of the Staples Merger Agreement, the Company analyzed whether such an event indicated it was likely that the fair values of reporting units were below their carrying values and
concluded that no interim test for goodwill impairment was necessary. The annual goodwill impairment test is conducted based on balances as of the first day of the third quarter.
19