UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the quarterly period ended November 26, 1994
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: 1-9595
BEST BUY CO., INC.
(Exact Name of Registrant as Specified in Charter)
Minnesota 41-0907483
(State of Incorporation) (IRS Employer Identification Number)
7075 Flying Cloud Drive 55344
Eden Prairie, Minnesota (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: 612/947-2000
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 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
--- ---
At November 26, 1994, there were 42,165,840 shares of common stock, $.10 par
value, outstanding.
BEST BUY CO., INC.
FORM 10-Q FOR THE QUARTER ENDED NOVEMBER 26, 1994
INDEX
PAGE
Part I. Financial Information
Item 1. Consolidated Financial Statements:
a. Consolidated balance sheets as of 3-4
November 26, 1994, February 26, 1994,
and November 27, 1993
b. Consolidated statements of earnings for the 5
three and nine months ended
November 26, 1994, and November 27, 1993
c. Consolidated statement of changes in 6
shareholders' equity for the nine
months ended November 26, 1994
d. Consolidated statements of cash flows for 7
the nine months ended November 26, 1994,
and November 27, 1993
e. Notes to interim consolidated
financial statements 8-9
Item 2. Management's Discussion and Analysis of Financial 10-13
Condition and Results of Operations
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
Exhibits 16-17
2
Part I - Financial Information
Item 1. Consolidated Financial Statements
BEST BUY CO., INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
($ in 000, except per share amounts)
November 26, February 26, November 27,
1994 1994 1993
(Unaudited) (Unaudited)
------------ ------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 20,478 $ 59,872 $ 74,977
Receivables 149,981 52,944 86,196
Merchandise inventories 1,491,080 637,950 823,875
Deferred income taxes 16,026 13,088 10,368
Prepaid expenses 10,517 756 4,629
---------- -------- ----------
Total current assets 1,688,082 764,610 1,000,045
PROPERTY AND EQUIPMENT, at cost:
Land and buildings 84,677 37,660 28,093
Property under capital leases 22,892 17,870 15,478
Leasehold improvements 88,880 55,279 49,637
Furniture, fixtures and equipment 186,624 122,683 115,356
---------- -------- ----------
383,073 233,492 208,564
Less accumulated depreciation and
amortization 88,032 60,768 56,017
---------- -------- ----------
Total property and equipment 295,041 172,724 152,547
OTHER ASSETS:
Deferred income taxes 8,630 7,078 6,882
Other assets 16,853 8,082 10,863
---------- -------- ----------
Total other assets 25,483 15,160 17,745
---------- -------- ----------
TOTAL ASSETS $2,008,606 $952,494 $1,170,337
---------- -------- ----------
---------- -------- ----------
See notes to consolidated financial statements.
3
BEST BUY CO., INC.
CONSOLIDATED BALANCE SHEETS (continued)
LIABILITIES AND SHAREHOLDERS' EQUITY
($ in 000, except per share amounts)
November 26, February 26, November 27,
1994 1994 1993
(unaudited) (unaudited)
------------ ------------ ------------
CURRENT LIABILITIES:
Note payable, bank $ 192,000
Obligations under financing arrangements 53,651 $ 11,156 $ 36,324
Accounts payable 787,707 294,060 521,027
Accrued salaries and related expenses 26,290 19,319 17,304
Other accrued liabilities 61,013 37,754 35,647
Deferred service plan revenue
and warranty reserve 22,394 19,146 17,891
Accrued income taxes 12,729 11,694 5,918
Current portion of long-term debt 12,298 8,899 7,302
---------- ---------- ----------
Total current liabilities 1,168,082 402,028 641,413
Deferred service plan revenue and warranty
reserve 36,203 28,211 26,796
Long-term debt 227,096 210,811 212,504
Convertible preferred securities of
subsidiary 230,000
SHAREHOLDERS' EQUITY:
Preferred stock, $1.00 par value;
authorized 400,000 shares; none issued
Common stock, $.10 par value; authorized
120,000,000 shares; issued and
outstanding 42,165,000, 41,742,000,
and 41,708,000 shares, respectively 4,217 2,087 2,085
Additional paid-in capital 228,197 224,089 223,710
Retained earnings 114,811 85,268 63,829
---------- ---------- ----------
Total shareholders' equity 347,225 311,444 289,624
---------- ---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $2,008,606 $ 952,494 $1,170,337
---------- ---------- ----------
---------- ---------- ----------
See notes to consolidated financial statements.
4
BEST BUY CO., INC.
CONSOLIDATED STATEMENTS OF EARNINGS
($ in 000, except per share amounts)
(Unaudited)
Three Months Ended Nine Months Ended
------------------------ ----------------------------
November 26, November 27, November 26, November 27,
1994 1993 1994 1993
---------- ------------ ------------ -------------
Revenues $1,349,871 $808,476 $3,132,446 $1,813,375
Cost of goods sold 1,166,162 687,368 2,697,601 1,523,593
---------- -------- --------- ----------
Gross profit 183,709 121,108 434,845 289,782
Selling, general and
administrative
expenses 145,696 100,259 367,487 252,169
---------- -------- -------- ----------
Income from operations 38,013 20,849 67,358 37,613
Interest expense, net 9,011 2,560 18,786 4,509
---------- -------- -------- ----------
Earnings before income
taxes and cumulative
effect of change in
accounting principle 29,002 18,289 48,572 33,104
Income taxes 11,300 7,128 19,029 12,833
---------- -------- -------- ----------
Earnings before
cumulative effect of
change in accounting
principle 17,702 11,161 29,543 20,271
Cumulative effect of
change in accounting
for income taxes (425)
---------- -------- -------- ----------
Net earnings $ 17,702 $ 11,161 $ 29,543 $ 19,846
---------- -------- -------- ----------
---------- -------- -------- ----------
Earnings per share:
Earnings before
cumulative effect
of change in
accounting
principle $ .41 $ .26 $ .68 $ .50
Cumulative effect of
change in
accounting for
income taxes (.01)
---------- -------- -------- ----------
Net earnings per share $ .41 $ .26 $ .68 $ .49
---------- -------- -------- ----------
---------- -------- -------- ----------
Primary weighted
average common shares
outstanding (000) 43,598 43,116 43,426 40,706
---------- -------- -------- ----------
---------- -------- -------- ----------
See notes to consolidated financial statements.
5
BEST BUY CO., INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED NOVEMBER 26, 1994
($ in 000)
(Unaudited)
Additional
paid-in Retained
Common stock capital earnings
------------ ------------ -----------
Balance, February 26, 1994 $2,087 $224,089 $ 85,268
Stock options exercised 41 6,197
Effect of two-for-one stock split 2,089 (2,089)
Net earnings, for the nine months ended
November 26, 1994 29,543
------ -------- --------
Balance, November 26, 1994 $4,217 $228,197 $114,811
------ -------- --------
------ -------- --------
See notes to consolidated financial statements.
6
BEST BUY CO., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in 000)
(Unaudited)
Nine Months Ended
November 26, November 27,
1994 1993
------------ -----------
OPERATING ACTIVITIES:
Net earnings $29,543 $19,846
Charges to earnings not affecting cash:
Depreciation and amortization 26,994 15,055
Loss on disposal of property and equipment 389 909
Cumulative effect of change in accounting for
income taxes 425
------- -------
56,926 36,235
Changes in operating assets and liabilities:
Receivables (89,201) (48,228)
Merchandise inventories 853,130) (573,884)
Prepaid income taxes and expenses (14,251) (4,606)
Accounts payable 493,647 402,689
Accrued salaries and related expenses 6,971 4,954
Other current liabilities 24,294 10,275
Deferred service plan revenue and warranty reserve 11,240 5,723
------- -------
Total cash used in operating activities (363,504) (166,842)
INVESTING ACTIVITIES:
Additions to property and equipment (162,892) (71,521)
Recoverable store development expenditures (7,836)
Proceeds from sale/leaseback transactions 18,290 44,460
Sale of property and equipment 71 46
Increase in other assets (8,772) (9,373)
------- -------
Total cash used in investing
activities (161,139) (36,388)
FINANCING ACTIVITIES:
Common stock issued 6,238 87,495
Borrowings (payments) on revolving credit line 192,000 (3,700)
Borrowings of long-term debt 21,404 160,311
Payments on long-term debt (6,888) (4,490)
Proceeds from issuance of preferred securities 230,000
Increase in obligations under
financing arrangements 42,495 31,453
------- -------
Total cash provided by
financing activities 485,249 271,069
------- -------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (39,394) 67,839
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 59,872 7,138
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $20,478 $74,977
------- -------
------- -------
Amounts in this statement are presented on a cash basis and therefore may differ
from those shown in other sections of this quarterly report.
Supplemental cash flow information:
Non-cash investing and financing activities:
Leased asset additions $ 5,168 $ 1,415
Purchased land and building on contract for deed $ 8,700
Cash paid during the period for:
Interest $18,652 $ 1,975
Income taxes $18,651 $ 8,685
See notes to consolidated financial statements.
7
BEST BUY CO., INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
The consolidated balance sheets as of November 26, 1994, and November 27,
1993, the related consolidated statements of earnings for the three and nine
month periods ended November 26, 1994, and November 27, 1993, consolidated
statements of cash flows for the nine month periods ended November 26, 1994 and
November 27, 1993, and the consolidated statement of changes in shareholders'
equity for the nine months ended November 26, 1994, are unaudited; in the
opinion of management all adjustments necessary for a fair presentation of such
financial statements have been included and were normal and recurring in nature.
Interim results are not necessarily indicative of results for a full year. The
consolidated financial statements and notes thereto should be read in
conjunction with the financial statements and notes included in the Company's
annual report to shareholders for the fiscal year ended February 26, 1994.
2. BASIS OF CONSOLIDATION:
The financial statements include the accounts of the Company's
subsidiaries. Significant intercompany balances and transactions have been
eliminated in consolidation.
3. INCOME TAXES:
Income taxes are provided based upon management's estimate of the annual
effective tax rate.
4. STOCK SPLIT:
The Company effected a two-for-one stock split in the form of a stock
dividend in April 1994. All common share and per share data reflect this stock
split.
5. BANK REVOLVING LINE OF CREDIT:
On July 29, 1994 the Company increased its bank line of credit to allow
seasonal borrowings of up to $400 million.
8
6. CONVERTIBLE PREFERRED SECURITIES OF SUBSIDIARY:
On November 2, 1994 the Company and Best Buy Capital, L.P. (Best Buy
Capital), a special purpose limited partnership in which the Company is the sole
general partner, completed a public offering of 4.6 million shares of
Convertible Monthly Income Preferred Securities (MIPS). The MIPS are guaranteed
by the Company and convertible into Best Buy common stock at the rate of 1.111
shares of Best Buy common stock for each preferred security (equivalent to a
conversion price of $45 per share). Distributions on the preferred securities
are payable monthly by Best Buy Capital at the annual rate of 6-1/2 percent of
the liquidation preference of $50 per preferred security. The net proceeds,
which totaled approximately $222 million after underwriting commissions and
expenses, will be used for working capital and to fund store development.
Distributions on these securities are included in interest expense.
9
BEST BUY CO., INC.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net earnings for the third quarter of $17.7 million ($.41 per share) represent
an improvement of 59% compared to the $11.2 million ($.26 per share) reported in
the third quarter last year. Net earnings for the first nine months of fiscal
1995 of $29.5 million ($.68 per share) increased 46% over the $20.3 million
($.50 per share) reported in the first nine months of last year. Earnings for
the nine month period last year are before the cumulative effect of an
accounting change which reduced earnings by $425,000 ($.01 per share). The
increased earnings in both the quarter and nine month periods are primarily
attributed to increases in operating income of 82% and 79%, respectively. These
operating income increases were reduced, in part, by higher interest expense in
fiscal 1995.
Revenues of $1.3 billion in the third quarter are 67% above revenues reported in
the third quarter last year and for the first nine months of fiscal 1995
revenues are 73% above the prior year. These revenue increases were primarily
the result of the addition of 53 new stores since the end of the third quarter
last year and comparable store sales increases of 20% and 24% for the quarter
and nine month periods, respectively. The Company operated 202 stores at
November 26, 1994 compared with 149 stores at November 27, 1993. In the current
year the Company has opened stores in Los Angeles, Washington DC/Baltimore,
Cleveland and several other new markets, principally in the southeastern United
States. The Company has also remodeled or relocated an additional 25 stores in
fiscal 1995 to create additional space for an increasing product assortment.
Sales in the home office product category have increased to 38% of total product
sales for the year to date period. Increased demand and new technology in
computers and related products have contributed to the sales performance in the
home office category. Average sales per store have increased to $26.2 million
for the trailing twelve month period from $20.2 million for the trailing twelve-
month period at November 1993. Management expects that comparable store sales
increases in the fourth quarter of fiscal 1995 will be less than the 24%
experienced to date due to the strong comparable store sales increases reported
in the fourth quarter last year.
Gross profit margin was 13.6% for the quarter compared to 15.0% for the same
period last year and slightly below the margin percentage reported in the last
three quarters. Gross profit margin for the nine month period was 13.9%
compared to 16.0% for the same period last year. The decline in margin in the
third quarter relative to recent quarters was due, in part, to increased
promotional activity associated with the opening of 34 new stores and 18
remodeled or relocated stores in that period, as well as a general increase in
10
promotional activity in November. The change in gross profit margins for the
nine month period is due, in part, to increasing competition in a greater number
of markets that the company operates in and an increase in sales of lower margin
personal computers in the Company's sales mix. Management expects that gross
profit margin in the fourth quarter of fiscal 1995 will be comparable to that of
the third quarter.
Sales of extended service plans represented less than 1% of retail sales in all
periods presented. Pretax profits from extended service plans, before
allocation of any selling, general and administrative expenses, other than
direct selling expenses, were $3.9 million and $11.3 million for the third
quarter and nine month periods in fiscal 1995, respectively, compared to $3.2
million and $9.4 million, respectively, in the comparable periods of fiscal
1994.
The Company's selling, general and administrative (SG&A) ratio improved to 10.8%
of sales in the third quarter compared to 12.4% in the third quarter of last
year. For the nine month period, this ratio improved to 12.4% of sales compared
to 13.9% in the same period last year. These improvements are primarily the
result of the continued leverage of advertising expenditures and fixed costs by
increasing the number of stores in existing markets as well as increases in
productivity associated with higher sales per store. While the SG&A ratio has
improved compared to last year, this expense ratio was impacted, particularly in
the third quarter, by the costs of commencing full operations at three new
distribution centers and the opening, relocation and remodeling of a total of 52
stores during the quarter. These costs were instrumental in enabling the Company
to achieve a strategic position on both coasts and assuring a steady and
adequate supply of merchandise to the stores for the holiday season. Management
expects that the SG&A ratio should continue to improve as sales per store
increase and fixed costs are increasingly leveraged as stores are added to
existing markets such as Los Angeles and Washington DC/Baltimore. Fourth
quarter SG&A expense will include $9.0 million in amortization of pre-opening
costs compared with $4.3 million in the fourth quarter last year, which will
impact SG&A by approximately .1% of sales as compared to the fourth quarter last
year.
Interest expense was $9.0 million for the quarter compared to $2.6 million for
the third quarter of last year and $18.8 million for the nine month period in
fiscal 1995 compared to $4.5 million in the same period last year. The
increased interest expense is due to higher bank borrowings in this year
resulting from an increase in inventory levels due to the opening of larger
stores and new distribution centers, and an increase in the overall store
merchandise in-stock position. Increased borrowings for store development
during the current year and higher interest rates have also contributed to
higher interest expense. Additionally, the proceeds from the issuance of $86
million in common stock and a $44 million sale/leaseback transaction in the
first half of last year were temporarily invested in short-term
11
investments resulting in higher levels of investment income in the prior year.
The Company's effective tax rate is approximately 39% for all periods presented
and represents management's estimate of the expected annual effective tax rate.
FINANCIAL CONDITION
At November 26, 1994, the Company had working capital of $520 million compared
to working capital of $363 million at February 1994. The increase is due in
large part to the securities offering completed in November which resulted in
net proceeds to the Company of approximately $222 million. The proceeds from
this long-term financing were used, temporarily, to reduce the seasonal
borrowings on the bank credit line as well as to reduce vendor financing.
Inventory increased $853 million from the end of the prior fiscal year.
Inventories at the stores increased principally due to the opening of 51 new and
25 remodeled or relocated stores (generally larger in size than existing stores)
and a general increase in inventories in existing stores to improve the
Company's merchandise in-stock position. The addition of three distribution
centers and the expansion of an existing distribution center also contributed to
the increase in inventory. Receivables increased $97 million primarily as a
result of credit card receivables from the seasonally higher Thanksgiving
weekend sales and receivables for store development under the Company's master
lease program. Prepaid expenses increased since the prior year end primarily
due to the Company's policy of deferring pre-opening expenses associated with
new stores. The Company also entered into equipment financing arrangements
during the third quarter which resulted in proceeds of approximately
$20 million.
The Company's master lease program, entered into in August 1994, has provided
approximately $90 million for the development of new stores and one of the new
distribution centers. The capacity of this program is $130 million and the
remaining $40 million is expected to be mainly used for store locations to be
opened in fiscal 1996.
In the first nine months of fiscal 1995, the Company invested approximately
$163 million in capital spending, which includes approximately $65 million for
store development. Approximately $18 million of current and prior year capital
spending has been recovered through sale/leaseback transactions. The Company
currently has additional properties, both open and under development, that it
expects to complete sale/leaseback transactions on in the next six months. The
Company expects to spend another $40 million in capital expenditures in the
fourth quarter, the majority of which will be for site acquisition and
development of stores expected to open in fiscal 1996.
12
Management is evaluating various alternatives to provide financing for future
property development. Alternatives currently include traditional
sale/leasebacks and programs similar to the existing master lease program.
In November 1994, the Company, through its subsidiary Best Buy Capital, L.P.,
issued $230 million of convertible monthly income preferred securities. The
securities are convertible into shares of the Company's common stock at $45 per
share and pay monthly distributions at the rate of 6 1/2% per annum. The
proceeds from the issuance of these securities, net of underwriting fees and
expenses, were approximately $222 million.
The Company's current revolving credit facility, entered into in July 1994,
provides for seasonal borrowings of up to $400 million. The facility expires in
June 1996 and the participating lenders have the option to extend the facility
for an additional year. The credit agreement requires that borrowings are
limited to $50 million once each year for approximately one month.
Management believes that cash generated from operations combined with the
proceeds from the securities offering completed in November, funds available
through the revolving credit facility and vendor credit and external financing
for property development will be sufficient to meet the Company's current
operating needs and planned growth.
13
BEST BUY CO., INC.
Part II - Other Information
Item 6. EXHIBITS AND REPORTS ON FORM 8-K:
a. Exhibits: Method of Filing
----------------
11.1 Computation of Earnings
per Common Share Filed herewith
27.1 Financial Data Schedule Filed herewith
b. Reports on Form 8-K:
The Company filed a current report on Form 8-K on November 2, 1994
with respect to the offering of convertible preferred securities of
one of the Company's subsidiaries.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BEST BUY CO., INC.
(Registrant)
Date: January 6, 1995 By: /s/ ALLEN U. LENZMEIER
--------------------------------------------
Allen U. Lenzmeier, Executive Vice
President & Chief Financial Officer
(principal financial officer)
By: /s/ ROBERT C. FOX
--------------------------------------------
Robert C. Fox, Senior Vice President-
Finance & Treasurer (principal accounting
officer)
15
EXHIBIT 11.1
BEST BUY CO., INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
($ in 000, except per share amounts)
(unaudited)
Three Months Ended Nine Months Ended
-------------------- -------------------
Nov. 26, Nov.27, Nov. 26, Nov. 27,
1994 1993 1994 1993
-------- -------- -------- --------
Earnings:
Earnings before cumulative
effect of change in
accounting principle $17,702 $11,161 $29,543 $20,271
Cumulative effect of
change in accounting for
income taxes (425)
------- ------- ------- -------
Net earnings available to
common shares $17,702 $11,161 $29,543 $19,846
------- ------- ------- -------
------- ------- ------- -------
Shares (000):
Weighted average common
shares outstanding 42,124 41,680 41,951 39,474
Adjustments:
Assumed issuance of shares
purchased under stock
option plans 1,474 1,436 1,475 1,232
------ ------ ------ ------
Total common equivalent
shares 43,598 43,116 43,426 40,706
------ ------ ------ ------
------ ------ ------ ------
Earnings per common share:
Earnings before cumulative
effect of change in
accounting principle $ .41 $ .26 $ .68 $ .50
Cumulative effect of
change in accounting for
income taxes (.01)
-------- ------- ------- -------
Net earnings per common
share $ .41 $ .26 $ .68 $ .49
-------- ------- ------- -------
-------- ------- ------- -------
Note: The computation of earnings per common share assuming full dilution is
substantially the same as set forth above.
16