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 25, 1995 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 25, 1995, there were 42,705,224 shares of common stock, $.10 par value, outstanding. 1 BEST BUY CO., INC. FORM 10-Q FOR THE QUARTER ENDED NOVEMBER 25, 1995 INDEX ----- PAGE ---- Part I. Financial Information Item 1. Consolidated Financial Statements: a. Consolidated balance sheets as of 3-4 November 25, 1995, February 25, 1995, and November 26, 1994 b. Consolidated statements of earnings for the 5 three and nine months ended November 25, 1995, and November 26, 1994 c. Consolidated statement of changes in 6 shareholders' equity for the nine months ended November 25, 1995 d. Consolidated statements of cash flows for 7 the nine months ended November 25, 1995, and November 26, 1994 e. Notes to interim consolidated financial statements 8 Item 2. Management's Discussion and Analysis of Financial 9-12 Condition and Results of Operations Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 13 Signatures 14 2 PART I - FINANCIAL INFORMATION ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS BEST BUY CO., INC. CONSOLIDATED BALANCE SHEETS ASSETS ($ in 000, except per share amounts) NOVEMBER 25, FEBRUARY 25, NOVEMBER 26, 1995 1995 1994 (UNAUDITED) (UNAUDITED) ------------ ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 107,041 $ 144,700 $ 20,478 Receivables 191,920 84,440 126,803 Recoverable costs from developed properties 129,302 86,222 94,331 Merchandise inventories 1,973,967 907,677 1,491,080 Deferred income taxes 21,728 15,022 16,026 Prepaid expenses 8,249 2,606 10,517 ---------- ---------- ---------- Total current assets 2,432,207 1,240,667 1,759,235 PROPERTY AND EQUIPMENT, at cost: Land and buildings 15,774 13,524 13,524 Property under capital leases 27,865 27,096 22,892 Leasehold improvements 120,904 93,889 88,880 Furniture, fixtures and equipment 253,912 191,084 186,624 ---------- ---------- ---------- 418,455 325,593 311,920 Less accumulated depreciation and amortization 120,668 88,116 88,032 ---------- ---------- ---------- Net property and equipment 297,787 237,477 223,888 OTHER ASSETS: Deferred income taxes 11,058 9,223 8,630 Other assets 17,163 19,758 16,853 ---------- ---------- ---------- Total other assets 28,221 28,981 25,483 ---------- ---------- ---------- TOTAL ASSETS $2,758,215 $1,507,125 $2,008,606 ========== ========== ========== See notes to consolidated financial statements. 3 BEST BUY CO., INC. CONSOLIDATED BALANCE SHEETS (CONTINUED) LIABILITIES AND SHAREHOLDERS' EQUITY ($ in 000, except per share amounts) NOVEMBER 25, FEBRUARY 25, NOVEMBER 26, 1995 1995 1994 (UNAUDITED) (UNAUDITED) ------------ ------------ ------------ CURRENT LIABILITIES: Note payable, bank $ 310,000 $ 192,000 Obligations under financing arrangements 174,402 $ 81,755 53,651 Accounts payable 1,122,865 406,682 787,707 Accrued salaries and related expenses 34,747 23,785 26,290 Other accrued liabilities 145,653 65,757 61,013 Deferred service plan revenue and warranty reserve 32,240 24,942 22,394 Accrued income taxes 10,437 14,979 12,729 Current portion of long-term debt 23,109 13,718 12,298 ---------- ---------- ---------- Total current liabilities 1,853,453 631,618 1,168,082 Deferred Service Plan Revenue and Warranty Reserve, Long-Term 55,333 42,138 36,203 Long-Term Debt 208,767 227,247 227,096 Convertible Preferred Securities of Subsidiary 230,000 230,000 230,000 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 42,705,000, 42,216,000, and 42,165,000 shares, respectively 4,271 4,221 4,217 Additional paid-in capital 235,284 228,982 228,197 Retained earnings 171,107 142,919 114,811 ---------- ---------- ---------- Total shareholders' equity 410,662 376,122 347,225 ---------- ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $2,758,215 $1,507,125 $2,008,606 ========== ========== ========== See notes to consolidated financial statements. 4 BEST BUY CO., INC. CONSOLIDATED STATEMENTS OF EARNINGS ($ in 000, except per share amounts) (Unaudited) THREE MONTHS ENDED NINE MONTHS ENDED ----------------------------- ----------------------------- NOVEMBER 25, NOVEMBER 26, NOVEMBER 25, NOVEMBER 26, 1995 1994 1995 1994 ------------ ------------ ------------ ------------ Revenues $1,929,277 $1,349,871 $4,641,884 $3,132,446 Cost of goods sold 1,686,394 1,166,162 4,020,092 2,697,601 ---------- ---------- ---------- ---------- Gross profit 242,883 183,709 621,792 434,845 Selling, general and administrative expenses 200,295 145,696 543,638 367,487 ---------- ---------- ---------- ---------- Income from operations 42,588 38,013 78,154 67,358 Interest expense, net 13,186 9,011 31,528 18,786 ---------- ---------- ---------- ---------- Net earnings before income taxes 29,402 29,002 46,626 48,572 Income taxes 11,600 11,300 18,438 19,029 ---------- ---------- ---------- ---------- Net earnings $ 17,802 $ 17,702 $ 28,188 $ 29,543 ========== ========== ========== ========== Net earnings per share $ .41 $ .41 $ .65 $ .68 ========== ========== ========== ========== Weighted average common shares outstanding (000) 43,525 43,598 43,628 43,426 ========== ========== ========== ========== See notes to consolidated financial statements. 5 BEST BUY CO., INC. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE NINE MONTHS ENDED NOVEMBER 25, 1995 ($ in 000) (Unaudited) ADDITIONAL PAID-IN RETAINED COMMON STOCK CAPITAL EARNINGS ------------ ---------- -------- Balance, February 25, 1995 $4,221 $228,982 $142,919 Stock options exercised 50 6,302 Net earnings 28,188 ------ -------- -------- Balance, November 25, 1995 $4,271 $235,284 $171,107 ====== ======== ======== See notes to consolidated financial statements. 6 BEST BUY CO., INC. CONSOLIDATED STATEMENTS OF CASH FLOWS ($ in 000) (Unaudited) NINE MONTHS ENDED --------------------------------- NOVEMBER 25, NOVEMBER 26, 1995 1994 ------------ ------------ OPERATING ACTIVITIES: Net earnings $ 28,188 $ 29,543 Charges to earnings not affecting cash: Depreciation and amortization 40,320 27,383 ---------- ---------- 68,508 56,926 Changes in operating assets and liabilities: Receivables (107,480) (73,859) Merchandise inventories (1,066,290) (853,130) Prepaid income taxes and expenses (14,184) (14,251) Accounts payable 716,183 493,647 Accrued salaries and related expenses 10,962 6,971 Other current liabilities 79,099 28,406 Deferred service plan revenue and warranty reserve 20,493 11,240 ---------- ---------- Total cash used in operating activities (292,709) (344,050) INVESTING ACTIVITIES: Additions to property and equipment (98,997) (106,384) Increase in recoverable costs from developed properties (43,080) (61,325) (Decrease)increase in other assets 2,595 (8,772) ---------- ---------- Total cash used in investing activities (139,482) (176,481) FINANCING ACTIVITIES: Common stock issued 2,608 2,126 Borrowings on revolving credit line, net 310,000 213,404 Repayments of long-term debt (10,723) (6,888) Proceeds from issuance of preferred securities 230,000 Increase in obligations under financing arrangements 92,647 42,495 ---------- ---------- Total cash provided by financing activities 394,532 481,137 ---------- ---------- DECREASE IN CASH AND CASH EQUIVALENTS (37,659) (39,394) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 144,700 59,872 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 107,041 $ 20,478 ========== ========== 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: Cash paid during the period for: Interest $ 34,153 $ 18,652 Income taxes $ 27,578 $ 18,651 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 25, 1995, and November 26, 1994, the related consolidated statements of earnings for the three and nine months ended November 25, 1995, and November 26, 1994, the consolidated statements of cash flows for the nine months ended November 25, 1995 and November 26, 1994, and the consolidated statement of changes in shareholders' equity for the nine months ended November 25, 1995, 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 interim 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 25, 1995. 2. RECLASSIFICATION: Certain prior year amounts have been reclassified to conform to current year presentation. 3. NOTE PAYABLE, BANK: On August 25, 1995, the Company expanded and extended its bank line of credit to allow for seasonal borrowings up to $550 million with a maturity in June 1998. 4. INCOME TAXES: Income taxes are provided on an interim basis based upon management's estimate of the annual effective tax rate. 8 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 fiscal 1996 were $17.8 million, or $.41 per share, compared to net earnings of $17.7 million, also $.41 per share, reported in the third quarter last year. For the nine month period ended November 25, 1995, net earnings were $28.2 million, or $.65 per share compared to $29.5 million, or $.68 per share, for the comparable period last year. The impact of increased revenues on the Company's earnings for the quarter and nine month periods was reduced by continued pressure on profit margins due to promotional activity and the increasing contribution of the lower margin Home Office category in the Company's sales mix. Earnings were also impacted by higher interest expense in the periods as compared to last year. Revenues in the third quarter increased 43% to $1.929 billion and increased 48% for the nine month period to $4.642 billion as compared to the same periods last year. The revenue increases are the result of the addition of 49 new stores in the past 12 months and comparable store sales increases of 11% in the third quarter and 8% for the nine month period. In the third quarter, the Company completed its fiscal 1996 expansion, opening 27 new stores and bringing the number of new stores opened in fiscal 1996 to 47. Expansion in fiscal 1996 included entry into the new major markets of Miami (seven stores) in May and Cincinnati (three stores) in October. The Company also expanded its presence in existing markets, adding twelve stores in Los Angeles and five stores in the Baltimore/Washington, D.C. market. In addition, the Company has remodeled or relocated 16 stores during the current fiscal year. At November 25, 1995, the Company operated 251 retail locations compared to 202 at the same time last year. Much of the comparable store sales increase was generated by increasing sales volumes of personal computers, as faster speed Pentium models have become more affordable. The retail market for personal computers has continued to be highly competitive and the Company believes it has maintained its market share by offering promotions on computers that have resulted in total comparable store sales increases above reported industry averages. Comparable store sales increases in other product categories have generally been flat due to a slowing level of consumer spending and the absence of significant new product introductions during the current fiscal year. 9 Retail store sales mix by major product category for the third quarter and nine month periods is as follows: THIRD QUARTER ENDED NINE MONTH PERIOD ENDED ------------------- ----------------------- 11/25/95 11/26/94 11/25/95 11/26/94 -------- -------- -------- -------- Home Office 46% 41% 42% 38% Consumer Electronics: Video 18 19 18 20 Audio 11 13 12 13 Entertainment Software 14 14 15 14 Appliances 6 7 8 9 Other 5 6 5 6 --- --- --- --- TOTAL 100% 100% 100% 100% === === === === Gross profit margin was 12.6% in the third quarter compared to 13.6% for the third quarter last year. Gross profit margin for the nine month period was 13.4% compared to 13.9% for the same period last year. The increasing contribution of personal computers in the Company's sales mix, as well as the generally competitive market for most of the products the Company sells, has continued to put pressure on profit margins. Personal computers have margins below those of other product categories and promotional activity related to personal computer sales has increased in the last few months causing further pressure on margins. Promotions offered by the Company and other computer retailers have included deferred financing plans, free peripheral equipment such as monitors or printers, and cash rebates. 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 $4.1 million and $12.6 million for the third quarter and nine month periods in fiscal 1996, respectively, compared to $3.9 million and $11.3 million, respectively, in the comparable periods of fiscal 1995. Selling, general and administrative (SG&A) expenses improved to 10.4% of sales in the third quarter, compared to 10.8% for the third quarter last year, principally as a result of the higher sales volumes in the quarter. For the nine months ended November 25, 1995, SG&A expenses were 11.7%, unchanged from the prior year. Higher costs associated with the new, larger stores opened during the past year in more expensive markets such as Los Angeles, limited the leverage achieved during the first nine months. As volumes increased in the third quarter and additional stores were opened in existing markets the Company achieved increased leverage on its fixed operating costs. Interest expense was $13.2 million and $31.5 million for the third quarter and year to date, respectively, compared to $9.0 million and $18.8 million for the same periods last year. The increase is related to interest on the $230 million of convertible preferred securities 10 issued in the third quarter of last year and higher bank borrowings used to support increased sales volumes. The Company's effective tax rate of 39.5% is up slightly compared to the prior year as the Targeted Jobs Tax Credit expired in December 1994. The loss of the benefit from this tax credit was partially offset by a lower expected state income tax rate. FINANCIAL CONDITION Working capital at November 25, 1995, was $579 million compared to $609 million at February 25, 1995. Inventories increased $483 million to $1.974 billion compared to November of the prior year as a result of the new stores and larger remodeled or relocated stores and an additional brown goods distribution center in Findlay, Ohio. Increased inventory levels as compared to the prior fiscal year end also reflect seasonal increases in preparation for the holiday selling season. The increase in inventories was financed through higher vendor credit and financing arrangements as well as borrowings under the Company's revolving credit facility. Receivables increased $107 million from the end of the prior fiscal year reflecting higher levels of credit card sales during the Thanksgiving weekend. Receivables from sales under deferred financing promotions are sold to third parties without recourse and the Company has no collection exposure on those receivables. Recoverable costs from developed properties of $129 million at November 25, 1995, reflects the costs of developing 13 retail stores and the Company's new distribution center in Findlay, Ohio. While the Company expects to sell and lease back most of these properties by the end of the fiscal year, market conditions may delay the sale of some properties into early fiscal 1997. The Company has sold nearly $90 million of property during the current year, including transactions for eight stores generating $50 million in proceeds in the third quarter. For the nine months ended November 25, 1995, the Company has expended approximately $230 million on property and equipment, inclusive of amounts classified as recoverable costs from developed properties. Net spending for the year is expected to be approximately $115 million after receipt of proceeds from long-term real estate financing during the year. Expansion plans for fiscal 1997 include the opening of 25 to 30 new stores and the relocation/remodeling of approximately 10 existing stores to expanded facilities. The reduced number of new store openings, compared to the prior four fiscal years, reflects slowing economic conditions and the Company's desire to fund future store growth internally. These openings will largely occur in existing markets and include entry into the new markets of Philadelphia and Tampa. This growth will be supported by the existing distribution facilities. 11 Management believes that the Company's working capital needs will be met through the availability of its revolving bank line of credit, expected vendor and third party inventory financing arrangements and cash flow from operations. Management also believes adequate long-term financing for property development will be available to support planned growth. 12 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 Net Earnings per Common Share Filed herewith 27.1 Financial Data Schedule Filed herewith b. Reports on Form 8-K No reports on Form 8-K were filed during the period. 13 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 5, 1996 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) 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 5, 1996 By: ----------------------------------------- Allen U. Lenzmeier, Executive Vice President & Chief Financial Officer (principal financial officer) By: ----------------------------------------- Robert C. Fox, Senior Vice President- Finance & Treasurer (principal accounting officer) 15