UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M 10 - Q (X) Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 1996 ( ) 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 1-13662 BOISE CASCADE OFFICE PRODUCTS CORPORATION (Exact name of registrant as specified in its charter) Delaware 82-0477390 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 800 West Bryn Mawr Avenue Itasca, Illinois 60143 (Address of principal executive offices) (Zip Code) (630) 773-5000 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Shares Outstanding Class as of October 31, 1996 Common stock, $.01 par value 62,750,318 PART I - FINANCIAL INFORMATION Item 1. Financial Statements BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (expressed in thousands, except share information) (unaudited) Three Months Ended September 30 1996 1995 Net sales $ 506,694 $ 332,037 Cost of sales, including purchases from Boise Cascade Corporation of $49,285 and $42,474 379,193 244,237 __________ __________ Gross profit 127,501 87,800 __________ __________ Selling and warehouse operating expense 94,515 60,696 Corporate general and administrative expense, including amounts paid to Boise Cascade Corporation of $564 and $580 9,097 6,201 Goodwill amortization 1,757 538 __________ __________ 105,369 67,435 __________ __________ Income from operations 22,132 20,365 Interest expense 2,126 164 Other income (expense), net (142) 874 __________ __________ Income before income taxes 19,864 21,075 Income tax expense 8,144 8,584 __________ __________ Net income $ 11,720 $ 12,491 Earnings per common share (based upon 62,449,765 and 61,570,306 actual average common shares outstanding for the three months ended September 30, 1996 and 1995) $ .19 $ .20 The accompanying notes are an integral part of these Financial Statements. BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (expressed in thousands, except share information) (unaudited) Nine Months Ended September 30 1996 1995 Net sales $1,428,884 $ 941,042 Cost of sales, including purchases from Boise Cascade Corporation of $137,015 and $119,728 1,055,148 705,773 __________ __________ Gross profit 373,736 235,269 __________ __________ Selling and warehouse operating expense 270,525 171,062 Corporate general and administrative expense, including amounts paid to Boise Cascade Corporation of $1,780 and $1,805 23,723 17,341 Goodwill amortization 4,815 1,477 __________ __________ 299,063 189,880 __________ __________ Income from operations 74,673 45,389 Interest expense 5,290 468 Other income (expense), net (100) 2,051 __________ __________ Income before income taxes 69,283 46,972 Income tax expense 28,406 18,554 __________ __________ Net income $ 40,877 $ 28,418 Earnings per common share and pro forma earnings per common share (based upon 62,372,100 actual average common shares outstanding for the nine months ended September 30, 1996, and 61,449,106 pro forma average common shares outstanding for the nine months ended September 30, 1995) $ .66 $ .46 The accompanying notes are an integral part of these Financial Statements. BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (expressed in thousands) September 30 December 31 1996 1995 1995 (unaudited) ASSETS Current Cash and short-term investments $ 9,281 $ 33,992 $ 14,082 Receivables, less allowances of $4,125, $2,267, and $2,889 258,740 182,743 189,260 Inventories 137,537 93,553 112,538 Deferred income tax benefits 7,257 5,503 7,588 Other 16,537 10,797 12,705 __________ __________ __________ 429,352 326,588 336,173 __________ __________ __________ Property Land 13,488 11,779 12,411 Buildings and improvements 72,091 59,468 66,217 Furniture and equipment 121,556 98,615 102,074 Accumulated depreciation (85,791) (89,214) (91,941) __________ __________ __________ 121,344 80,648 88,761 __________ __________ __________ Goodwill, net of amortization of $10,172, $4,556, and $5,650 221,266 94,198 114,919 Other assets 9,614 4,250 4,271 __________ __________ __________ Total assets $ 781,576 $ 505,684 $ 544,124 The accompanying notes are an integral part of these Financial Statements. BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (expressed in thousands, except share information) September 30 December 31 1996 1995 1995 (unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY Current Notes payable $ 37,300 $ - $ - Current portion of long-term debt 203 - - __________ __________ __________ Accounts payable Trade and other 160,841 102,949 116,363 Boise Cascade Corporation 24,399 12,477 23,906 __________ __________ __________ 185,240 115,426 140,269 __________ __________ __________ Accrued liabilities Compensation and benefits 22,068 18,534 17,959 Income taxes payable 2,084 13,120 4,712 Taxes, other than income 8,845 6,217 6,813 Other 24,988 16,205 20,596 __________ __________ __________ 57,985 54,076 50,080 __________ __________ __________ 280,728 169,502 190,349 __________ __________ __________ Other Deferred income taxes 1,279 3,112 2,534 Long-term debt, less current portion 95,053 - - Other 20,202 8,598 11,824 __________ __________ __________ 116,534 11,710 14,358 __________ __________ __________ Shareholders' equity Common stock, $.01 par value, 200,000,000 shares authorized; 62,469,703, 62,278,110, and 62,292,776 shares issued and outstanding at each period 625 623 623 Additional paid-in capital 299,097 295,431 295,615 Retained earnings 84,592 28,418 43,179 __________ __________ __________ Total shareholders' equity 384,314 324,472 339,417 __________ __________ __________ Total liabilities and shareholders' equity $ 781,576 $ 505,684 $ 544,124 The accompanying notes are an integral part of these Financial Statements. BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (expressed in thousands) (unaudited) Nine Months Ended September 30 1996 1995 Cash provided by (used for) operations Net income $ 40,877 $ 28,418 Items in income not using (providing) cash Depreciation and amortization 18,861 11,089 Deferred income tax benefit 1,290 (536) Receivables (24,585) (35,031) Inventories 3,064 782 Other current assets 2,546 (3,778) Accounts payable and accrued liabilities 8,821 26,467 Current and deferred income taxes (5,199) 11,559 __________ __________ Cash provided by operations 45,675 38,970 __________ __________ Cash provided by (used for) investment Expenditures for property and equipment (26,332) (13,552) Acquisitions (145,068) (37,096) Other, net (12,189) 1,689 __________ __________ Cash used for investment (183,589) (48,959) __________ __________ Cash provided by (used for) financing Sale of stock - 123,076 Notes payable 37,300 - Additions to long-term debt 95,000 - Net equity transactions with Boise Cascade Corporation - (78,447) Other, net 813 (671) __________ __________ Cash provided by financing 133,113 43,958 __________ __________ Increase (decrease) in cash (4,801) 33,969 Balance at beginning of the period 14,082 23 __________ __________ Balance at September 30 $ 9,281 $ 33,992 The accompanying notes are an integral part of these Financial Statements. BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (1) ORGANIZATION AND BASIS OF PRESENTATION. Boise Cascade Office Products Corporation (together with its subsidiaries, "the Company") was operated as the Boise Cascade Office Products Distribution Division ("the Division") of Boise Cascade Corporation ("BCC") prior to April 1, 1995. Effective on that date, pursuant to an Asset Transfer and Subscription Agreement between the Company and BCC, BCC transferred to the Company (the "Transfer of Assets") substantially all of the assets and liabilities associated with the Division, other than $100 million of accounts receivable, in exchange for common stock of the Company. After the transfer, BCC holds a total of 50,750,000 shares of the Company's common stock. The accompanying historical consolidated income statements include the consolidated results of operations of the Division. The quarterly financial statements of the Company and its subsidiaries have not been audited by independent public accountants, but in the opinion of management, all adjustments necessary to present fairly the results for the periods have been included. Except as may be disclosed in the notes to the Financial Statements, the adjustments made were of a normal, recurring nature. Quarterly results are not necessarily indicative of results that may be expected for the year. The statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These quarterly financial statements should be read together with the statements and the accompanying notes included in the Company's 1995 Annual Report. (2) PUBLIC OFFERINGS. On April 13, 1995, the Company completed the sale of 10,637,500 shares of common stock at a price of $12.50 per share in an initial public offering in the United States and in a concurrent international offering ("the Offerings"). After the Offerings, BCC owned 82.7% of the Company's outstanding common stock. The net proceeds to the Company were approximately $123.1 million. A total of $100 million of such net proceeds was used by the Company to replace the working capital retained by BCC in the Transfer of Assets. Of the remaining proceeds, $21.2 million was retained by the Company and was available for general corporate purposes, and $1.9 million was paid as a dividend to BCC. (3) EARNINGS PER COMMON SHARE. Actual earnings per common share of $.19 and $.66 for the three and nine months ended September 30, 1996, and $.20 for the three months ended September 30, 1995, are based upon the average number of common shares outstanding, including common shares issued to effect acquisitions made by the Company and shares issued as a result of stock options exercised. The unaudited pro forma earnings per common share of $.46 for the nine months ended September 30, 1995, are presented assuming the 50,750,000 common shares issued to BCC in the organization of the Company and the 10,637,500 common shares issued in the Offerings were issued on January 1, 1995. (4) STOCK SPLIT. The Company effected a two-for-one split of the Company's common stock in the form of a 100% stock dividend. Each shareholder of record at the close of business on May 6, 1996, received one additional share for each share held on that date. The new shares were distributed on May 20, 1996. All references in these financial statements to share amounts, net income per share, and average common shares outstanding have been adjusted to reflect the stock split. (5) DEBT. At September 30, 1996, the Company had a $350 million revolving credit agreement with a group of banks. Borrowing under this agreement was $95 million. On June 5, 1996, the revolving credit agreement was amended to extend the termination date from June 30, 1999, to June 30, 2001, and the aggregate of all commitments that can be outstanding was increased from $225 million to $350 million. At September 30, 1996, the Company had $37 million of short-term borrowings. (6) TAXES. The estimated tax provision rate for the first nine months of 1996 was 41.0% compared with a tax provision rate of 39.5% for the same period in the prior year. The increase is primarily due to the amortization of goodwill arising from certain acquisitions that is not deductible for tax purposes. (7) ACQUISITIONS. During the first nine months of 1996, the Company completed nine acquisitions which were accounted for under the purchase method of accounting. Accordingly, the purchase prices were allocated to the assets acquired and liabilities assumed based upon their estimated fair values. The initial purchase price allocations may be adjusted within one year of the date of purchase for changes in estimates of the fair values of assets and liabilities. Such adjustments are not expected to be significant to results of operations or the financial position of the Company. The excess of the purchase price over the estimated fair value of the net assets acquired was recorded as goodwill and is being amortized over 40 years. The results of operations of the acquired businesses are included in the Company's operations subsequent to the dates of acquisition. On February 5, 1996, the Company completed the acquisition of 100% of the shares of Grand & Toy Limited (Grand & Toy) from Cara Operations Limited (Toronto). The negotiated purchase price was approximately C$140 million. In addition, the Company recorded liabilities of approximately US$7.4 million, which are included in the recorded purchase price of Grand & Toy, to modify activities such as distribution, marketing, and other functions. Further adjustments to the preliminary allocation of the purchase price may be made within one year of the acquisition date. The acquisition was funded primarily from borrowings under the Company's revolving credit agreement. Grand & Toy owns and operates six office products distribution centers and approximately 80 retail stores across Canada. On January 31, 1996, the Company acquired the assets of the contract stationer business of Sierra Vista Office Products, Inc., based in Albuquerque, New Mexico. On February 9, 1996, the Company acquired the stock of the contract stationer businesses of Loring, Short & Harmon, Inc., based in Portland, Maine, and McAuliffe's based in Burlington, Vermont. On March 29, 1996, the Company acquired the stock of the contract stationer and office furniture business of Office Essentials based in Milwaukee, Wisconsin. On April 26, 1996, the Company acquired the assets of the contract stationer business of Crawford's Office Supplies based in Seattle, Washington. On May 31, 1996, the Company acquired the stock of the contract stationer business of Zemlick Brothers, Inc., based in Kalamazoo, Michigan. On July 1, 1996, the Company acquired the assets of the contract stationer business of Pedersen Contact based in Melbourne, Australia. On July 31, 1996, the Company acquired the stock of the contract stationer business of Mike Bryan Office Products, Inc., based in Oklahoma City, Oklahoma. These acquisitions, including Grand & Toy, were purchased for cash of $145.1 million, $1.7 million of the Company's common stock issued to the sellers, and the recording of $20.6 million of liabilities. Unaudited pro forma results of operations, reflecting these acquisitions, would have been as follows. If these businesses had been acquired on January 1, 1996, sales for the first nine months of 1996 would have increased to $1.5 billion. There would have been no significant change to net income and earnings per common share. If these businesses had been acquired on January 1, 1995, the Company's sales for the first nine months of 1995 would have increased to $1.2 billion, net income would have decreased to $24.2 million, and earnings per common share would have decreased to $.39. In the first quarter of 1995, Grand & Toy recorded a restructuring charge. Excluding the impact of this restructuring charge, pro forma net income and earnings per share would have been essentially the same as the historical amounts reported for the nine months ended September 30, 1995. This unaudited pro forma financial information does not necessarily represent the actual consolidated results of operations that would have resulted if the acquisitions had occurred on the dates assumed. Additionally, in November 1996, the Company acquired Oregon Wholesale Novelty Company, Inc. (OWNCO), an advertising specialties company with annual sales of approximately $30 million. Also in October and November 1996, the Company acquired seven other contract stationer businesses with combined annual sales of approximately $56 million. In the second quarter of 1996, the Company started up office products distribution centers in Las Vegas, Nevada, and Miami, Florida. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The Management's Discussion and Analysis of Financial Condition and Results of Operations includes "forward looking statements" which involve uncertainties and risks. There can be no assurance that actual results will not differ from the Company's expectations. Factors which could cause materially different results include, among others, the success of new product introductions, the pace of acquisitions and cost structure improvements, and competitive and general economic conditions. Three Months Ended September 30, 1996, Compared with Three Months Ended September 30, 1995 Results of Operations Net sales in the third quarter of 1996 increased 53% to $506.7 million, compared with $332.0 million in the third quarter of 1995. The growth in sales resulted from increased accounts at both the national and local level, continued growth in direct marketing, product line extensions, and acquisitions. Same location sales increased 12% in the third quarter of 1996 compared with sales in the third quarter of 1995. Cost of goods sold, which includes the cost of merchandise sold and delivery and occupancy costs, increased to $379.2 million in the third quarter of 1996, which was 74.8% of net sales. This compares with $244.2 million reported in the same period of the prior year, which represented 73.6% of net sales. Gross profit as a percentage of net sales was 25.2% and 26.4% for the third quarters of 1996 and 1995. The decrease in gross margins was due primarily to continued competitive pressures and sales growth in the Company's computer consumables product offering which has lower margins. Operating expense was 20.8% of net sales in the third quarter of 1996, compared with 20.3% in the third quarter of 1995. Within the operating expense category, selling and warehouse operating expense was 18.7% of net sales in the third quarter of 1996, compared with 18.3% in the third quarter of 1995. This increase was due primarily to the Company increasing the number of distribution centers fulfilling direct-mail orders and adding technical sales people to accelerate the roll-out of the computer consumables product offering. Also contributing to the increase were acquisitions where the Company's business model has not yet been fully implemented. Corporate general and administrative expense declined to 1.8% of third quarter 1996 net sales from 1.9% of third quarter 1995 net sales. Goodwill amortization increased to $1.8 million in the third quarter of 1996 compared with $.5 million in the third quarter of 1995. The increase in goodwill amortization was the result of the Company recording goodwill arising from its acquisitions. As a result of the above factors, income from operations in the third quarter of 1996 increased to $22.1 million, or 4.4% of net sales, compared to the Company's third quarter 1995 operating income, which was $20.4 million, or 6.1% of net sales. Net income in the third quarter of 1996 decreased to $11.7 million, or 2.3% of net sales, compared with $12.5 million, or 3.8% of net sales, in the same period of the prior year. In addition to the factors discussed above, net income was impacted by the Company's increase in interest expense which was $2.1 million in the third quarter of 1996, compared with $.2 million in the third quarter of 1995. The increase in interest expense was due to increased borrowings by the Company which were used primarily to fund the Company's 1996 acquisitions. Additionally, in 1996, interest income was not significant, while in 1995, the Company earned $.6 million of interest income that resulted from higher cash balances which were invested by the Company. Nine Months Ended September 30, 1996, Compared with Nine Months Ended September 30, 1995 Net sales for the nine months ended September 30, 1996, increased 52% to $1.4 billion, compared with $941.0 million a year ago. The growth in sales resulted from increased accounts at both the national and local level, continued growth in direct marketing, product line extensions, and acquisitions. Same location sales increased 14% year to year. Cost of goods sold, which includes the cost of merchandise sold and delivery and occupancy costs, increased to $1.1 billion for the first nine months of 1996, which was 73.8% of net sales. This compares with $705.8 million reported in the same period of the prior year, which represented 75.0% of net sales. Gross profit as a percentage of net sales was 26.2% and 25.0% for the first nine months of 1996 and 1995. The increase in gross margins was primarily the result of improved margins on office papers. Operating expense was 20.9% of net sales for the first nine months of 1996, compared with 20.2% in the same period of the prior year. Within the operating expense category, selling and warehouse operating expense was 18.9% of net sales in 1996, compared with 18.2% in 1995. This increase was due, in part, to the Company increasing the number of distribution centers fulfilling direct-mail orders, adding technical sales people to accelerate the roll-out of the computer consumables product offering, and making new acquisitions which have not yet fully implemented the Company's business model. Also contributing to the increase was the Company's direct-mail and international operations which have both higher gross margins and higher operating expenses. These operations represented a larger portion of the Company's overall sales in 1996. Corporate general and administrative expense was 1.7% of net sales for the first nine months of 1996, compared with 1.8% in 1995. Goodwill amortization increased to $4.8 million for the first nine months of 1996 compared with $1.5 million for the first nine months of 1995. The increase in goodwill amortization was the result of the Company recording goodwill as a part of the purchase amount of its acquisitions. As a result of the above factors, income from operations for the first nine months of 1996 increased to $74.7 million, or 5.2% of net sales, compared to $45.4 million in 1995, or 4.8% of net sales. Net income increased to $40.9 million, or 2.9% of net sales, compared with $28.4 million, or 3.0% of net sales, in the same period of the prior year. Net income was negatively impacted by the increase in interest expense during the first nine months of 1996, which was $5.3 million compared with $.5 million in the same period of the prior year. This increase was due to increased borrowings by the Company which were used primarily to fund the Company's 1996 acquisitions. Additionally, in 1996, interest income was not significant, while in 1995, the Company earned $1.4 million of interest income that resulted from higher cash balances which were invested by the Company. Liquidity and Capital Resources The Company's principal requirements for cash have been to make acquisitions, fund working capital needs, upgrade and expand its facilities at existing locations, and open new distribution centers. The funding of the Company's strategy for growth, including acquisitions and the relocation of several existing distribution centers into new and larger facilities, is expected to require significant capital outlays by the Company over the next several years. To finance the Company's capital requirements, the Company expects to rely upon funds from a combination of sources. The Company anticipates continued cash flow from operations. In addition, the Company has a $350 million revolving credit agreement that expires in 2001 and provides for variable rates of interest based on customary indices. The revolving credit agreement is available for acquisitions and general corporate purposes. It contains customary restrictive financial and other covenants, including a negative pledge and covenants specifying a minimum net worth, a minimum fixed charge coverage ratio, and a maximum leverage ratio. The lending banks may terminate the revolving credit agreement and accelerate the payment of any amounts borrowed thereunder in the event a Change of Control (as defined) of the Company occurs. At September 30, 1996, $95 million was outstanding under this agreement. At September 30, 1996, the Company had $37 million of short-term borrowings. In addition to available borrowing capacity under the terms of the revolving credit agreement, the Company may, subject to the covenants contained in the revolving credit agreement and to market conditions, raise additional funds through other external debt or equity financing in the future. In April 1996, the Company filed a registration statement with the Securities and Exchange Commission for additional shares of common stock. As of September 30, 1996, the Company had 4,287,245 registered shares of common stock to be offered from time to time in connection with acquisitions. Net cash provided by operations for the first nine months of 1996 was $45.7 million. This was the result of $61.0 million of net income, depreciation and amortization, and other noncash items offset by a $15.3 million increase in working capital. Net cash used for investment in the first nine months of 1996 was $183.6 million, which included $26.3 million of expenditures for property and equipment and $145.1 million for acquisitions. Net cash provided by financing was $133.1 million for the first nine months of 1996, resulting primarily from borrowings made by the Company to fund acquisitions. Net cash provided by operations in the first nine months of 1995 was $39.0 million. This was primarily the result of $39.0 million of net income, depreciation and amortization, and other noncash items. The net impact of changes in working capital items was small. Net cash used for investment in the first nine months of 1995 was $49.0 million, which included $13.6 million of expenditures for property and equipment and $37.1 million for acquisitions. Net cash provided by financing was $44.0 million for the first nine months of 1995, which included $123.1 million from the sale of stock, offset by $78.4 million of net equity transactions with Boise Cascade Corporation. The majority of the Company's 1996 acquisitions have been completed for cash, resulting in higher outstanding balances under the Company's revolving credit agreement and short-term borrowing capacity. The increase in borrowings has caused interest expense to increase for both the three and nine month periods of 1996. Business Outlook The Company's multifaceted growth strategy, including its acquisition program, has been very successful in recent quarters. The Company believes that this growth strategy will continue to be successful, but the year-to- year and quarter-to-quarter results of this strategy will depend, in part, on market conditions outside the Company's control. In addition, the pace of the Company's acquisition program will reflect the extent of economically acceptable opportunities available to the Company. The Company is a major distributor of office products, including various office papers. It is uncertain to what extent or when paper prices might significantly rise or fall and what favorable or adverse impact those changes might have on the Company's sales and margins. PART II - OTHER INFORMATION Item 1. Legal Proceedings Reference is made to the Company's Annual Report on Form 10-K for the year ended December 31, 1995, for information concerning legal proceedings. Item 2. Changes in Securities Not applicable. Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Submission of Matters to a Vote of Security Holders Not applicable. Item 5. Other Information Not applicable. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. A list of the exhibits required to be filed as part of this report is set forth in the Index to Exhibits, which immediately precedes such exhibits and is incorporated herein by this reference. (b) No reports on Form 8-K were filed during the quarter for which this report is filed. 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. BOISE CASCADE OFFICE PRODUCTS CORPORATION As Duly Authorized Officer and Chief Accounting Officer: /s/Darrell R. Elfeldt Darrell R. Elfeldt Vice President and Controller Date: November 12, 1996 BOISE CASCADE OFFICE PRODUCTS CORPORATION INDEX TO EXHIBITS Filed With the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 1996 Number Description Page Number 11 Computation of Per Share Earnings 27 Financial Data Schedule