- Current report filing (8-K)
January 20 2009 - 4:48PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report:
January 20, 2009
Date of earliest event reported:
January 16, 2009
OFFICEMAX INCORPORATED
(Exact name of
registrant as specified in its charter)
Delaware
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1-5057
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82-0100960
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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263 Shuman
Blvd.
Naperville,
Illinois 60563
(Address of principal executive offices) (Zip Code)
(630) 438-7800
(Registrants
telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 8.01 Other Events.
In the second quarter of 2008, management of OfficeMax Incorporated
(the Company) concluded that indicators of potential impairment were present
and evaluated the carrying values of goodwill and intangible and other
long-lived assets. Based on the results
of this preliminary review, the Company recorded a non-cash impairment charge
to reduce the carrying values of goodwill, intangible assets and other
long-lived assets to their estimated fair values. The non-cash impairment charge recognized in the
second quarter of 2008 was $935.3 million pre-tax and $909.3 million
after-tax. This charge was measured and
recognized on an estimated basis following the guidance in SFAS No. 142, Goodwill
and Other Intangible Assets, and SFAS No. 144 Accounting for the
Impairment or Disposal of Long-Lived Assets.
As previously disclosed, the measurement of goodwill impairment
consists of two steps. In the first
step, which was completed by the Company in the second quarter, management
compared the fair value of each reporting unit to its carrying value, and
determined that the fair value of both of the Companys reporting units was
less than their corresponding carrying values.
Following that determination, the Company performed a second step in
order to measure the amount of the impairment loss by comparing the implied
fair value of each reporting units goodwill to its carrying value. The calculation of the goodwill impairment in
this second step includes hypothetically valuing all of the tangible and
intangible assets of the impaired reporting units as if the reporting units had
been acquired in a business combination.
Due to the extensive work involved in performing these valuations,
management initially recognized an estimated impairment loss and indicated that
the final impairment measurement would be completed by year-end, with any
resulting adjustments recorded upon completion of the analysis. It was noted in the Companys second quarter Form 10-Q
that any adjustment to the estimated impairment charge could be material to the
consolidated financial statements.
The Company has now completed its step two analysis for the second
quarter impairment and determined that additional reductions in the carrying
value of goodwill and trade names are necessary. These additional charges will decrease the
carrying value of goodwill in the Contract reporting unit by approximately $100
million and the carrying value of the trade name recorded in the Retail
reporting unit by approximately $5 million, bringing the total aggregate
non-cash impairment charge to approximately $1 billion on a pre-tax basis.
In addition, management continues to monitor the relationship of the
Companys market capitalization to its book value. Since the second quarter, economic conditions
have weakened, especially in the retail industry. The Company performs a regular annual
evaluation of the recoverability of goodwill, intangibles and other long-lived
assets at year-end. Accordingly,
management will assess the impact of these conditions as well as other factors
including the Companys recent and forecasted segment operating performance in
order to evaluate the
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carrying value of goodwill, intangibles and other long-lived assets for
potential additional impairment at year-end.
Any additional impairment charges resulting from this assessment would
also be non-cash in nature.
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SIGNATURE
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 hereunto duly authorized.
Dated: January 20, 2009
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OFFICEMAX INCORPORATED
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By:
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/s/ Matthew R. Broad
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Matthew R. Broad
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Executive Vice President and
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General Counsel
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