FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2001
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 0-25400
DAISYTEK INTERNATIONAL CORPORATION
----------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 75-2421746
- ------------------------ --------------------------
(State of Incorporation) (I.R.S. Employer I.D. No.)
1025 CENTRAL EXPRESSWAY SOUTH, SUITE 200, ALLEN, TEXAS 75013
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 881-4700
-----------------------------
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
----- -----
At November 5, 2001 there were 15,610,072 shares of the registrant's common
stock outstanding, excluding 3,352,305 shares of common stock in treasury.
DAISYTEK INTERNATIONAL CORPORATION AND SUBSIDIARIES
INDEX
<Table>
<Caption>
PAGE NUMBER
-----------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets (unaudited)................................ 3
Condensed Consolidated Statements of Operations (unaudited) ..................... 4
Condensed Consolidated Statements of Cash Flows (unaudited)...................... 5
Notes to Condensed Consolidated Financial Statements (unaudited)................. 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations .................................................... 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk....................... 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................................ 16
Item 4. Submission of Matters to a Vote of Security Holders.............................. 17
Item 6. Exhibits and Reports on Form 8-K ................................................ 17
SIGNATURES ............................................................................. 18
</Table>
-2-
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DAISYTEK INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<Table>
<Caption>
SEPTEMBER 30, MARCH 31,
2001 2001
-------------- --------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents ......................................................... $ 8,555 $ 1,971
Accounts receivable, net of allowance for doubtful accounts of
$5,063 and $5,796 at September 30, 2001 and March 31, 2001, respectively ...... 148,830 134,966
Inventories, net .................................................................. 95,926 83,615
Prepaid expenses and other current assets ......................................... 13,862 7,194
Deferred tax asset, net ........................................................... 898 --
Current assets of discontinued subsidiary ......................................... -- 94,682
-------------- --------------
Total current assets ....................................................... 268,071 322,428
-------------- --------------
Property and equipment, at cost:
Furniture, fixtures and equipment ................................................. 33,583 23,325
Leasehold improvements ............................................................ 3,763 3,641
-------------- --------------
37,346 26,966
Less accumulated depreciation and amortization .................................... (18,509) (15,569)
-------------- --------------
Net property and equipment ................................................. 18,837 11,397
Other assets ........................................................................ 13,506 550
Goodwill, net ....................................................................... 56,276 46,493
-------------- --------------
Total assets ............................................................... $ 356,690 $ 380,868
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt ................................................. $ 7,277 $ 1,436
Trade accounts payable ............................................................ 65,408 39,762
Accrued expenses and other liabilities ............................................ 14,557 10,471
Current liabilities of discontinued subsidiary .................................... -- 93,490
-------------- --------------
Total current liabilities .................................................. 87,242 145,159
-------------- --------------
Long-term debt, less current portion ................................................ 96,177 76,607
Other liabilities ................................................................... 2,380 --
Commitments and contingencies
Shareholders' equity:
Preferred stock, $1.00 par value; 1,000,000 shares authorized, none issued and
outstanding ...................................................................... -- --
Common stock, $0.01 par value; 30,000,000 shares authorized; 18,921,484 shares
issued at September 30, 2001 and 17,689,850 shares issued at March 31, 2001 ...... 189 177
Additional paid-in capital ........................................................ 104,058 94,663
Retained earnings ................................................................. 96,275 92,415
Accumulated other comprehensive loss .............................................. (7,521) (6,043)
Treasury stock at cost, 3,352,305 shares .......................................... (22,110) (22,110)
-------------- --------------
Total shareholders' equity ................................................. 170,891 159,102
-------------- --------------
Total liabilities and shareholders' equity ................................. $ 356,690 $ 380,868
============== ==============
</Table>
The accompanying notes are an integral part of these financial statements.
-3-
DAISYTEK INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ ------------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
Net revenues ......................................................... $ 278,769 $ 242,305 $ 551,721 $ 497,030
Cost of revenues ..................................................... 249,148 214,058 490,652 439,339
---------- ---------- ---------- ----------
Gross profit ................................................. 29,621 28,247 61,069 57,691
Selling, general and administrative expenses ......................... 21,633 19,272 43,027 40,130
Depreciation and amortization ........................................ 1,109 1,343 2,364 3,611
Nonrecurring costs ................................................... -- 1,555 4,425 2,188
---------- ---------- ---------- ----------
Income from operations ....................................... 6,879 6,077 11,253 11,762
Interest expense, net ................................................ 1,786 940 3,340 1,463
---------- ---------- ---------- ----------
Income from continuing operations before
income taxes ............................................... 5,093 5,137 7,913 10,299
Provision for income taxes ........................................... 1,884 1,944 2,968 4,319
---------- ---------- ---------- ----------
Income from continuing operations before
minority interest .......................................... 3,209 3,193 4,945 5,980
Minority interest .................................................... -- -- -- 47
---------- ---------- ---------- ----------
Income from continuing operations ............................ 3,209 3,193 4,945 6,027
Discontinued operations (Note 2)
Income (loss) from operations of
discontinued subsidiary, net of tax ........................ (1,120) (72) (1,085) 74
---------- ---------- ---------- ----------
Net income ................................................... $ 2,089 $ 3,121 $ 3,860 $ 6,101
========== ========== ========== ==========
Net income per common share:
Basic
Income from continuing operations ............................. $ 0.21 $ 0.19 $ 0.33 $ 0.35
Income (loss) from operations of discontinued
subsidiary, net of tax ...................................... (0.08) -- (0.07) 0.01
---------- ---------- ---------- ----------
Net income .................................................... $ 0.13 $ 0.19 $ 0.26 $ 0.36
========== ========== ========== ==========
Diluted
Income from continuing operations ............................. $ 0.19 $ 0.19 $ 0.30 $ 0.35
Income (loss) from operations of discontinued
subsidiary, net of tax ...................................... (0.07) -- (0.07) --
---------- ---------- ---------- ----------
Net income .................................................... $ 0.12 $ 0.19 $ 0.23 $ 0.35
========== ========== ========== ==========
Weighted average common and common share equivalents outstanding:
Basic ......................................................... 15,498 16,453 15,116 17,043
Diluted ....................................................... 17,117 16,587 16,558 17,422
</Table>
The accompanying notes are an integral part of these financial statements.
-4-
DAISYTEK INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<Table>
<Caption>
SIX MONTHS ENDED
SEPTEMBER 30,
------------------------
2001 2000
---------- ----------
Net cash provided by operating activities from continuing operations .... $ 9,972 $ 11,102
Cash flows from investing activities:
Purchases of property and equipment ................................. (5,030) (3,774)
Proceeds from the sale and leaseback of equipment ................... 8,000 --
Disposition of subsidiary ........................................... 923 (22,113)
Acquisition of Memphis distribution assets .......................... (10,700) --
Acquisitions of businesses, net of cash acquired .................... (16,249) (9,234)
Payment for investment in ISA ....................................... (12,108) --
(Increase) decrease in note receivable and other assets ............. (241) 1,631
---------- ----------
Net cash used in investing activities ................... (35,405) (33,490)
---------- ----------
Cash flows from financing activities:
Proceeds from lines of credit, net .................................. 22,720 8,799
Purchase of treasury stock .......................................... -- (12,960)
Net proceeds from exercise of stock options and issuance
of common stock ................................................... 9,402 621
Other ............................................................... (79) (72)
---------- ----------
Net cash provided by (used in) financing activities ..... 32,043 (3,612)
Effect of exchange rates on cash and cash equivalents ................... (26) (37)
---------- ----------
Net increase (decrease) in cash and cash equivalents .................... 6,584 (26,037)
Cash and cash equivalents, beginning of period .......................... 1,971 28,172
---------- ----------
Cash and cash equivalents, end of period ................................ $ 8,555 $ 2,135
========== ==========
Net cash provided by (used by) operating activities from
discontinued operations .............................................. $ (685) $ 626
Activities not affecting cash:
Property and equipment acquired under capital leases .................. $ 3,088 $ --
</Table>
The accompanying notes are an integral part of these financial statements.
-5-
DAISYTEK INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Interim period results are not necessarily indicative of results
to be expected for the year.
These financial statements should be read in conjunction with the
consolidated financial statements and the notes thereto included in the Daisytek
International Corporation ("Daisytek" or the "Company") Annual Report on Form
10-K for the year ended March 31, 2001. The year-end consolidated balance sheet
data was derived from the audited financial statements, but does not include all
disclosures required by generally accepted accounting principles. Certain
reclassifications have been made to prior period financial statements to conform
to the current period presentation.
NOTE 2 - DISCONTINUED OPERATIONS
During June 2001, the Company announced its decision to exit the IBM master
distribution agreements, under which the Company's subsidiary Business Supplies
Distributors ("BSD") provided off-balance sheet financing to enable the
Company's former subsidiary PFSweb, Inc. ("PFSweb") to service logistics
contracts with IBM. As part of the Company's plan to completely exit this
business, Daisytek completed the sale of BSD during September 2001 for net
proceeds of approximately $0.9 million.
The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
effective as of April 1, 2001. Under the provisions of SFAS No. 144, the results
of operations of BSD, which were previously included in the Company's technology
consumables and office products business segment, are presented as discontinued
operations in the Company's condensed consolidated statements of operations. The
income (loss) from operations of discontinued subsidiary are presented net of a
tax benefit (expense) of approximately $658,000 and $43,000 for the three months
ended September 30, 2001 and 2000, respectively, and $638,000 and ($43,000) for
the six months ended September 30, 2001 and 2000, respectively, and include net
revenues of approximately $15.1 million and $42.4 million for the three months
ended September 30, 2001 and 2000, respectively, and $66.6 million and $77.0
million for the six months ended September 30, 2001 and 2000, respectively.
NOTE 3 - ACQUISITIONS AND GOODWILL
During May 2001, the Company completed a transaction to terminate certain
transaction management services agreements between the Company and PFSweb and to
purchase certain Memphis distribution assets from PFSweb, including assets
previously sold to PFSweb at the time of its initial public offering in December
1999. The Company recorded goodwill of approximately $2.5 million related to
this transaction.
The Company acquired certain assets and liabilities of Digital Storage,
LLC, a value-added distributor of computer media, accessories and supplies,
during the quarter ended June 30, 2001. This acquisition was accounted for using
the purchase method of accounting for business combinations and increased the
Company's goodwill by approximately $5.5 million.
During the quarter ended September 30, 2001, the Company acquired certain
assets and liabilities of General Stationery Supplies, an Australian office
products wholesaler. This acquisition was accounted for using the purchase
method of accounting for business combinations and increased the Company's
goodwill by approximately $1.7 million.
-6-
DAISYTEK INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
During September 2001, the Company invested 8 million British pounds, or
approximately $11.8 million, in ISA International plc ("ISA"), a publicly-held
European computer consumables distributor based in the United Kingdom which
indirectly owns approximately 47% of Kingfield Heath Limited, a privately-owned
wholesaler of office products based in the United Kingdom. The investment in ISA
is in the form of preferred shares convertible into 50% of ISA's outstanding
shares plus one share at the Company's option any time over the next five years.
Daisytek was also granted warrants to purchase an additional 15.4 million shares
for 2 million British pounds, or approximately $2.9 million, at the Company's
option any time over the next five years. The investment in ISA, including
applicable acquisition costs, is carried at cost in other assets in the
Company's condensed consolidated balance sheets.
The Company adopted SFAS No. 142, Goodwill and Other Intangible Assets,
effective April 1, 2001. Under SFAS No. 142, goodwill is no longer amortized but
reviewed for impairment annually, or more frequently if certain indicators
arise. The Company has completed the transitional impairment test required upon
adoption of SFAS No. 142 and determined that there is no impairment to its
recorded goodwill balances. Had the Company been accounting for its goodwill
under SFAS No. 142 for all periods presented, the Company's net income (in
thousands) and earnings per share would have been as follows:
<Table>
<Caption>
For the Three Months For the Six Months
Ended September 30, Ended September 30,
----------------------- -----------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
Reported net income .............................. $ 2,089 $ 3,121 $ 3,860 $ 6,101
Add back goodwill amortization, net of tax ....... -- 312 -- 606
---------- ---------- ---------- ----------
Adjusted net income .............................. $ 2,089 $ 3,433 $ 3,860 $ 6,707
========== ========== ========== ==========
Basic earnings per share:
Reported net income ........................... $ 0.13 $ 0.19 $ 0.26 $ 0.36
Goodwill amortization, net of tax ............. -- 0.02 -- 0.03
---------- ---------- ---------- ----------
Adjusted net income ........................... $ 0.13 $ 0.21 $ 0.26 $ 0.39
========== ========== ========== ==========
Diluted earnings per share:
Reported net income ........................... $ 0.12 $ 0.19 $ 0.23 $ 0.35
Goodwill amortization, net of tax ............. -- 0.02 -- 0.03
---------- ---------- ---------- ----------
Adjusted net income ........................... $ 0.12 $ 0.21 $ 0.23 $ 0.38
========== ========== ========== ==========
</Table>
NOTE 4 - DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
Effective April 1, 2001, the Company adopted SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, as amended. SFAS No. 133 requires
the Company to recognize all derivative instruments on the balance sheet at fair
value. Derivative instruments that are not hedges must be adjusted to fair value
through income. If the derivative is a hedge, depending on the nature of the
hedge, changes in its fair value will either be offset against the change in
fair value of the hedged asset, liability or firm commitment through earnings or
recognized in other comprehensive income until the hedged item is recognized in
earnings. Any ineffective portion of a derivative instrument's change in fair
value will be immediately recognized in earnings.
Interest Rate Management
To diversify its risk associated with interest rate fluctuations, the
Company has entered into interest rate swap agreements under which the Company
agrees with other parties to exchange, at specified intervals, the difference
between fixed rate and floating rate interest amounts calculated by reference to
an agreed notional principal amount. As of September 30, 2001, interest rate
swaps are hedging underlying variable-rate obligations with a principal amount
of $50.0 million. Under SFAS No. 133, the Company accounts for its interest rate
swap contracts as cash flow hedges whereby the fair value of the interest rate
swap agreement is reflected in the balance sheet with the corresponding offset,
net of tax, to accumulated other comprehensive income. The interest rate swap
agreements are perfect hedges and meet the criteria for accounting under the
short-cut method as defined in SFAS No. 133. Upon adoption of SFAS No. 133 on
April 1, 2001, the Company recorded a derivative liability of approximately $0.7
million. At September 30, 2001, the outstanding interest rate swap agreements
had a fair value loss position of approximately $2.4 million.
-7-
DAISYTEK INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Currency Rate Management
As of April 1, 2001, the Company had outstanding foreign currency exchange
contracts to manage foreign currency exchange risk related to its net investment
in Canadian and Australian subsidiaries, which were settled during the quarter
ended June 30, 2001. The gains upon settlement of these contracts during the
quarter ended June 30, 2001 were reflected as a cumulative translation
adjustment within accumulated other comprehensive income. As of September 30,
2001, the Company had no outstanding foreign currency exchange contracts to
manage risk associated with its net investment in foreign subsidiaries.
The Company's subsidiary Business Supplies Distributors Europe BV entered
into foreign currency exchange contracts to manage foreign currency exchange
risk related to its intercompany loan denominated in United States dollars.
These contracts terminated prior to September 30, 2001 and were not designated
as hedges under SFAS No. 133. Changes in the fair value of the intercompany loan
were recorded as foreign currency transaction gains or losses and changes in the
fair value of the foreign currency exchange contracts were recorded as
derivative gains and losses. The net income statement impact of these
transactions during the six months ended September 30, 2001 was not material to
the operations of the Company.
NOTE 5 - COMPREHENSIVE INCOME
The Company includes currency translation adjustments and changes in the
fair value of certain derivative financial instruments which qualify for hedge
accounting in comprehensive income.
Effective July 1, 2001, the functional currency for the Company's Mexican
subsidiary was changed from the United States dollar to the Mexican peso.
The following table sets forth comprehensive income (in thousands):
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ ------------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
Net income ............................................ $ 2,089 $ 3,121 $ 3,860 $ 6,101
Comprehensive income adjustments:
Foreign currency translation adjustment .......... (1,527) (539) 69 (781)
Cumulative effect of adoption of SFAS 133 as
of April 1, 2001, net of tax of $240 ........... -- -- (445) --
Change in fair value of derivative financial
instruments, net of tax of $636 and $593 for
the three months and nine months ended
September 30, 2001, respectively ............... (1,182) -- (1,102) --
---------- ---------- ---------- ----------
Comprehensive income .................................. $ (620) $ 2,582 $ 2,382 $ 5,320
========== ========== ========== ==========
</Table>
-8-
DAISYTEK INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 - EARNINGS PER SHARE DATA
The following table sets forth the computation of basic and diluted
earnings per share (in thousands, except per share amounts):
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ ------------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
NUMERATOR:
Income from continuing operations .................. $ 3,209 $ 3,193 $ 4,945 $ 6,027
Income (loss) from operations of discontinued
subsidiary, net of tax ......................... (1,120) (72) (1,085) 74
---------- ---------- ---------- ----------
Net income ....................................... $ 2,089 $ 3,121 $ 3,860 $ 6,101
========== ========== ========== ==========
DENOMINATOR:
Denominator for basic earnings per share -
Weighted average shares .......................... 15,498 16,453 15,116 17,043
Effect of dilutive securities:
Stock options .................................... 1,619 134 1,442 379
---------- ---------- ---------- ----------
Denominator for diluted earnings per share -
Adjusted weighted average shares ................. 17,117 16,587 16,558 17,422
========== ========== ========== ==========
Basic earnings per common share:
Income from continuing operations ................ $ 0.21 $ 0.19 $ 0.33 $ 0.35
Income (loss) from operations of discontinued
subsidiary, net of tax ......................... (0.08) -- (0.07) 0.01
---------- ---------- ---------- ----------
Net income ....................................... $ 0.13 $ 0.19 $ 0.26 $ 0.36
========== ========== ========== ==========
Diluted earnings per common share:
Income from continuing operations ................ $ 0.19 $ 0.19 $ 0.30 $ 0.35
Income (loss) from operations of discontinued
subsidiary, net of tax ......................... (0.07) -- (0.07) --
---------- ---------- ---------- ----------
Net income ....................................... $ 0.12 $ 0.19 $ 0.23 $ 0.35
========== ========== ========== ==========
</Table>
Employees and former employees exercised stock options to acquire 187,014
shares for proceeds of approximately $1.6 million and 1,162,451 shares for
proceeds of approximately $8.9 million during the three months and six months
ended September 30, 2001, respectively.
NOTE 7 - DEBT
The Company's revolving line of credit facility in the United States, which
expires on December 19, 2003, includes an expandable feature to increase the
maximum borrowing to $170 million, subject to various conditions precedent.
During April 2001, the Company added another $30.0 million of available credit
under this feature, increasing the maximum borrowing availability from $120.0
million to $150.0 million (subject to certain borrowing limitations).
During April 2001, the Company refinanced a revolving term loan with a
Canadian bank expiring on August 31, 2001 and an unsecured revolving line of
credit facility with a Canadian bank expiring on January 1, 2001 with a single
revolving credit facility of 20.0 million Canadian dollars, or approximately
$12.7 million, expiring during April 2004. Availability under the credit
facility is subject to certain borrowing base limitations, as defined. For
Canadian dollar borrowings, the Canadian credit facility accrues interest at the
bank's prime rate plus 50 basis points. For U.S. dollar borrowings, the Canadian
credit facility accrues interest at the bank's U.S. dollar base rate in New York
plus 50 basis points. The credit facility includes a standby fee of 0.25% on the
unused portion of the credit facility. During October 2001, the Company amended
its Canadian credit facility to add another 10.0 million Canadian dollars to its
available credit for total maximum credit availability of 30.0 million Canadian
dollars, or approximately $19.0 million.
During May 2001, the Company amended its unsecured revolving line of credit
facility with an Australian bank expiring on January 1, 2002 to add another 5.0
million Australian dollars to its available credit for total maximum credit
availability of 20.0 million Australian dollars, or approximately $9.8 million.
-9-
DAISYTEK INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 8 - NONRECURRING COSTS
As part of the Company's May 2001 transaction to terminate certain
transaction management services agreements between the Company and its former
subsidiary PFSweb and to purchase certain Memphis distribution assets from
PFSweb, the Company recognized a pre-tax nonrecurring charge of $4.4 million.
This charge included transaction costs, a separation payment and finalization of
other balances between the Company and PFSweb.
During the six months ended September 30, 2000, the Company recognized
pre-tax nonrecurring costs of $2.2 million related to reorganization and
separation activities following the spin-off of the Company's subsidiary PFSweb
during July 2000.
NOTE 9 - SEGMENT DATA
The Company currently operates in two reportable business segments - (1)
technology consumables and office supplies and (2) professional tape products.
Prior to the spin-off of the Company's subsidiary PFSweb during July 2000, the
Company also provided transaction management services to both traditional and
electronic commerce companies. Separate financial data for each of the Company's
operating segments is provided below (in thousands):
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
Net revenues:
Technology consumables and office supplies,
excluding discontinued operations .............. $ 260,575 $ 221,003 $ 515,211 $ 446,017
Professional tape products ...................... 18,194 21,302 36,510 42,466
PFSweb .......................................... -- -- -- 15,836
Intersegment eliminations ....................... -- -- -- (7,289)
---------- ---------- ---------- ----------
Consolidated .................................... 278,769 242,305 551,721 497,030
Operating contribution (loss):
Technology consumables and office supplies,
excluding discontinued operations ............. 5,385 6,789 12,892 12,362
Professional tape products ...................... 1,494 843 2,786 2,093
PFSweb .......................................... -- -- -- (505)
---------- ---------- ---------- ----------
Consolidated .................................... 6,879 7,632 15,678 13,950
</Table>
The Company's technology consumables and office supplies segment includes
certain expenses that relate to the professional tape products segment which are
not allocated by management to this segment. These expenses primarily represent:
(1) costs related to the Company's centralized management information, warehouse
and telephone systems and (2) executive, administrative and other corporate
costs. Nonrecurring costs of $1.6 million for the three months ended September
30, 2000 and $4.4 million and $2.2 million for the six months ended September
30, 2001 and 2000, respectively, have not been allocated to the reportable
segments and must be included to reconcile to the income from operations
reported in the Company's consolidated financial statements.
-10-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the unaudited
Consolidated Financial Statements and related notes thereto appearing elsewhere
in this document. Unless otherwise indicated, all references to "Daisytek,"
"we," "us," and "our" refer to Daisytek International Corporation, a Delaware
corporation, and its direct and indirect subsidiaries, including Daisytek,
Incorporated, which is Daisytek's primary operating subsidiary. References in
the Report to Daisytek's fiscal year mean the twelve-month period ending on
March 31 of such year.
Daisytek is a leading global wholesale distributor of technology
consumables and office supplies and professional tape products. In addition, we
provide unique, value-added services such as direct marketing, merchandising and
demand generation to customers worldwide. We sell our products and services in
the United States, Canada, Australia, Mexico and South America. Prior to the
spin-off of our subsidiary PFSweb, Inc. ("PFSweb") during July 2000, we also
provided transaction management services to both traditional and electronic
commerce companies.
During May 2001, we terminated certain transaction management services
agreements between Daisytek and PFSweb and purchased certain Memphis
distribution assets from PFSweb, including assets previously sold to PFSweb at
the time of its initial public offering in December 1999. In connection with
this transaction, PFSweb continued to offer services to Daisytek under a
separate fee agreement for a six-month period in order to support the transfer
of fulfillment operations and transaction processing back to Daisytek, including
the transition to a separate information technology platform. During October
2001, we announced the completion of our transition to an information technology
platform separate from PFSweb.
During June 2001, we announced our decision to exit the IBM master
distribution agreements, under which our subsidiary Business Supplies
Distributors ("BSD") provided off-balance sheet financing to enable PFSweb to
service logistics contracts with IBM. As part of our plan to completely exit
this business, we completed the sale of BSD during September 2001. The exit of
this business has allowed us to redeploy the working capital required by this
business to other strategic business opportunities that provide higher returns
on our investments. We adopted Statement of Financial Accounting Standards
("SFAS") No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, effective as of April 1, 2001. Under the provisions of SFAS No. 144,
the results of operations of BSD, which were previously included in our
technology consumables and office supplies business segment, are presented as
discontinued operations in the condensed consolidated statements of operations.
During September 2001, we invested 8 million British pounds, or
approximately $11.8 million, into ISA International plc ("ISA"), a computer
consumables distributor based in the United Kingdom which indirectly owns
approximately 47% of Kingfield Heath Limited, a privately-owned wholesaler of
office products based in the United Kingdom. The investment in ISA is in the
form of preferred shares convertible into 50% of ISA's outstanding shares plus
one share at our option any time over the next five years. We were also granted
warrants to purchase an additional 15.4 million shares for 2 million British
pounds, or approximately $2.9 million, at our option any time over the next five
years. In addition, Daisytek has approved working capital loans to ISA of up to
5 million British pounds, or approximately $7.3 million, at an interest rate
equal to the Eurodollar rate plus 3%. No loans were outstanding as of September
30, 2001. Subsequent to September 30, 2001, we have made working capital loans
to ISA totaling 3.1 million British pounds, or approximately $4.5 million.
Additionally, we acquired certain assets and liabilities of Digital
Storage, LLC ("Digital Storage"), a value-added distributor of computer media,
accessories and supplies during the first quarter of fiscal year 2002 and
acquired certain assets and liabilities of office products wholesaler General
Stationery Supplies in Australia during the second quarter of fiscal year 2002.
During the quarter ended September 30, 2001, we expanded our technology
consumables and office supplies product line to include computer peripheral and
connectivity products, announcing agreements to distribute products from
Logitech International and iBIZ Technology Corp.
-11-
RESULTS OF OPERATIONS
Three Months Ended September 30, 2001 Compared to Three Months Ended
September 30, 2000
Net Revenues. Net revenues for the three months ended September 30,
2001 were $278.8 million as compared to $242.3 million for the three months
ended September 30, 2000, an increase of 15.0%. Technology consumables and
office supplies net revenues, excluding discontinued operations, increased 17.9%
for the quarter ended September 30, 2001 compared to the prior year. The net
revenue increase in the technology consumables and office supplies net revenues
compared to the prior year is attributable to (1) growth in the emerging
customer channels such as web-based resellers, drug and grocery stores, mass
merchants and direct marketers; (2) growth in the international computer
supplies business; and (3) the acquisitions of Digital Storage, General
Stationery Supplies and Etertin y CIA, S.A. ("Etertin"). Increases were
primarily volume-related. Within the technology consumables and office supplies
segment, domestic operations increased approximately 19% compared to the prior
year and international operations increased approximately 18% compared to the
prior year. For comparative purposes, we continue to see a deterioration in the
value of both the Canadian and Australian dollar relative to the U.S dollar,
which has negatively impacted growth in U.S. dollars. Using local currencies for
both interim periods, growth for the three months ended September 30, 2001 was
approximately 21% compared to the prior year. With the exception of our Latin
American business, based in Miami, Florida, all international subsidiaries in
this segment experienced revenue growth relative to the same quarter in the
prior year. Our Latin American business continues to be impacted (on a
comparable basis with prior year results) due to the change in certain tariffs,
which has made it more attractive for our customers to source product locally
rather than import from our Miami facility.
The technology consumables and office supplies revenue increase was
partially offset by a 14.6% revenue decrease in our professional tape products
segment primarily due to prior year industry price decreases, which continued to
impact our revenues on a comparable basis. We have recently completed our
restructuring plan to improve both revenues and earnings for the professional
tape products segment, which has focused on rationalizing warehouses to reduce
costs and improve customer service, utilizing inside telemarketing teams versus
outside sales people and developing new sales and marketing initiatives.
The growth in net revenues for the quarter ended September 30, 2001 was
partially offset by operational disruptions following the United States
terrorist attacks on September 11, 2001. All United States subsidiaries
experienced declines in orders and sales immediately subsequent to this date.
Gross Profit. Gross profit as a percentage of net revenues was 10.6%
for the quarter ended September 30, 2001 compared to 11.7% for the prior year.
This decrease in margin percentage is primarily attributable to the disruption
in international product sourcing opportunities and large quarter-end trades as
a result of the events of September 11, 2001. In addition, our margin percentage
was negatively impacted by lower revenue levels causing shortfalls in achieving
manufacturer rebate targets and the acquisition of certain assets and
liabilities of Digital Storage, which typically operates at lower gross margins
than the remainder of our business.
Depreciation and Amortization. Depreciation and amortization for the
quarter ended September 30, 2001 was $1.1 million compared to $1.3 million for
the prior year quarter. The decrease is due to our adoption during the first
quarter of fiscal year 2002 of SFAS No. 142, Goodwill and Other Intangible
Assets, under which goodwill is no longer amortized but reviewed for impairment
at least once a year. As a result, we discontinued amortization of goodwill
effective April 1, 2001. This benefit is partially offset by depreciation
related to new capital expenditures and business acquisitions during the last
year.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses ("SG&A") for the quarter ended September 30, 2001 were
$21.6 million, or 7.8% of net revenues, as compared to $19.3 million, or 8.0% of
net revenues, for the quarter ended September 30, 2000. SG&A, in both dollars
and as a percentage of revenues, was favorably impacted by the acquisition of
our Memphis distribution assets and termination of the transaction services
agreement with PFSweb in May 2001, which has allowed us to operate the facility
rather than pay an outsourcing service fee, and the acquisition of certain
assets and liabilities of Digital Storage, which operates at lower SG&A
percentages than our other business. This favorable impact was partially offset
by certain incremental costs incurred relative to the events of September 11,
2001.
-12-
Nonrecurring costs. During the quarter ended September 30, 2000, we
recognized pre-tax nonrecurring costs of $1.6 million related to reorganization
and separation activities following the spin-off of our subsidiary PFSweb during
July 2000.
Interest Expense, net. Interest expense was $1.8 million for the
quarter ended September 30, 2001 and $0.9 million for the quarter ended
September 30, 2000. Comparatively, debt levels increased due to: (1) the
repurchase of 20% of our outstanding shares under terms of a share buyback
program we completed during the last fiscal year; (2) the impact of the
acquisitions of Etertin during fiscal year 2001 and Digital Storage and General
Stationery Supplies during fiscal year 2002; (3) the acquisition of our Memphis
distribution assets; and (4) our investment in ISA. These increases to debt
levels and corresponding impact to interest expense were partially offset by
lower interest rates during the most recent quarter and debt reductions using
cash proceeds from the exercise of stock options. The weighted average interest
rate, including the effects of our interest rate swaps, was 6.7% and 8.4% for
the three-month periods ended September 30, 2001 and 2000, respectively.
Income Taxes. Our effective income tax rate was 37.0% and 37.8% for the
three months ended September 30, 2001 and 2000, respectively.
Six Months Ended September 30, 2001 Compared to Six Months Ended
September 30, 2000
Net Revenues. Net revenues for the six months ended September 30, 2001
were $551.7 million as compared to $497.0 million for the six months ended
September 30, 2000, an increase of 11.0%. Results for the prior year include our
former subsidiary PFSweb, which was spun off during July 2000. Excluding PFSweb
revenues (net of intercompany eliminations) in the prior year quarter, revenue
growth was 12.9%. Technology consumables and office supplies net revenues
increased 15.5% for the six months ended September 30, 2001 compared to the
prior year, attributable to (1) growth in the emerging customer channels such as
web-based resellers, drug and grocery stores, mass merchants and direct
marketers; (2) growth in the international computer supplies business; and (3)
the acquisitions of Digital Storage, General Stationery Supplies and Etertin.
Increases were primarily volume-related. Within the technology consumables and
office supplies segment, domestic operations increased approximately 15%
compared to the prior year and international operations increased approximately
18% compared to the prior year. For comparative purposes, we continue to see a
deterioration in the value of both the Canadian and Australian dollar relative
to the U.S. dollar, which has negatively impacted growth in U.S. dollars. With
the exception of our Latin American business, based in Miami, Florida, all
international subsidiaries in this segment experienced revenue growth relative
to the same period in the prior year. Our Latin American business continues to
be impacted (on a comparable basis with prior year results) due to the change in
certain tariffs, which has made it more attractive for our customers to source
product locally rather than import from our Miami facility.
The technology consumables and office supplies revenue increase was
partially offset by a 14.0% revenue decrease in our professional tape products
segment primarily due to prior year industry price decreases, which continued to
impact our revenues on a comparable basis.
The growth in net revenues for the six months ended September 30, 2001
was partially offset by operational disruptions following the United States
terrorist attacks on September 11, 2001. All United States subsidiaries
experienced declines in orders and sales immediately subsequent to this date.
Gross Profit. Gross profit as a percentage of net revenues was 11.1%
for the six months ended September 30, 2001 compared to 11.6% for the prior
year. Excluding PFSweb revenues and gross margin for the prior year six-month
period ended September 30, 2000, gross profit percentage was 11.5%. PFSweb's
service fee based business typically operated at higher margins than the
consolidated Daisytek business. The decline in gross margin percentage from
11.5% to 11.1% is attributable to (1) the disruption in international product
sourcing opportunities and large quarter-end trades as a result of the events of
September 11, 2001; (2) the acquisition of certain assets and liabilities of
Digital Storage, which typically operates at lower gross margins than the
remainder of our business; and (3) the reduction in revenue in the professional
tape products segment, which typically operates at higher gross margin
percentages. The sell-off during the first quarter of certain overstocked
inventory (purchased in anticipation of a price increase) at lower than expected
margins also contributed to the decreased margin.
-13-
Depreciation and Amortization. Depreciation and amortization for the
six months ended September 30, 2001 was $2.4 million compared to $3.6 million
for the comparable prior year period. The decrease is due to our adoption during
the first quarter of fiscal year 2002 of SFAS No. 142, under which goodwill is
no longer amortized but reviewed for impairment at least once a year. As a
result, we discontinued amortization of goodwill effective April 1, 2001. This
benefit is partially offset by depreciation related to new capital expenditures
and business acquisitions during the last year.
Selling, General and Administrative Expenses. SG&A for the six months
ended September 30, 2001 was $43.0 million, or 7.8% of net revenues, as compared
to $40.1 million, or 8.1% of net revenues, for the six months ended September
30, 2000. Excluding SG&A costs related to PFSweb in the first quarter of fiscal
year 2001, SG&A was $38.9 million, or 8.0% of net revenues. As mentioned
previously, the service-based component of PFSweb's business operated at higher
gross margins and higher SG&A percentages and is reflected in the prior year
results, but not the current year due to the spin-off of PFSweb during July
2000. Excluding PFSweb, the increase in overall SG&A, in both dollars and as a
percentage of revenues, was favorably impacted by the acquisition of our Memphis
distribution assets and termination of the transaction services agreement with
PFSweb in May 2001, which has allowed us to operate the facility rather than pay
an outsourcing service fee, and the acquisition of Digital Storage, which
operates at lower SG&A percentages than our other business. This favorable
impact was partially offset by certain incremental costs incurred relative to
the events of September 11, 2001.
Nonrecurring costs. In connection with the aforementioned acquisition
of Memphis distribution assets and the termination of certain transaction
management service agreements between PFSweb and Daisytek, in the first quarter
of fiscal 2002, we recorded a nonrecurring charge of $4.4 million related to
transaction costs, a separation payment and finalization of other balances with
PFSweb. During the six months ended September 30, 2000, the Company recognized
pre-tax nonrecurring costs of $2.2 million related to reorganization and
separation activities associated with the spin-off of PFSweb during July 2000.
Interest Expense, net. Interest expense increased to $3.3 million for
the six months ended September 30, 2001 compared to $1.5 million for the six
months ended September 30, 2000. Of this increase, $0.3 million represents a
reduction in net interest expense in the first quarter of the prior year due to
interest income earned by PFSweb on their existing cash balances. The remaining
increase in interest expense is attributable to increases in our debt levels due
to: (1) the repurchase of 20% of our outstanding shares under terms of a share
buyback program we completed during the last fiscal year; (2) the impact of the
acquisitions of Etertin during fiscal year 2001 and Digital Storage and General
Stationery Supplies during fiscal year 2002; (3) the acquisition of our Memphis
distribution assets; and (4) our investment in ISA. These increases to debt
levels and corresponding impact to interest expense were partially offset by
lower interest rates during the current fiscal year and debt reductions using
cash proceeds from the exercise of stock options. The weighted average interest
rate, including the effect of our interest rate swaps, was 6.8% and 8.2% for the
six-month periods ended September 30, 2001 and 2000, respectively.
Income Taxes. Our effective income tax rate was 37.5% and 41.9% for the
six months ended September 30, 2001 and 2000, respectively. The income tax
provision was negatively impacted during the first quarter of last fiscal year
primarily due to losses generated by PFSweb's European subsidiary for which no
income tax benefit was recorded. Due to PFSweb's limited operating history in
Europe at that time, it was uncertain whether it was "more likely than not" that
we would be able to utilize these cumulative tax losses and therefore no tax
benefit was recorded. The current effective income tax rate approximates our
normal expected income tax rate, excluding PFSweb.
Seasonality. Although historically we have experienced our greatest
sequential quarter revenue growth in our fourth fiscal quarter, management has
not been able to determine the specific or, if any, seasonal factors that may
cause quarterly variability in operating results. Management believes, however,
that factors that may influence quarterly variability include the overall growth
in the non-paper computer supplies industry and shifts in demand for computer
supplies products due to a variety of factors, including sales increases
resulting from the introduction of new products. We generally experience a
relative slowness in sales during the summer months, which may adversely affect
our first and second fiscal quarters in relation to sequential quarter
performance.
-14-
DILUTION
Because of the wide range of exercise prices on outstanding stock options,
the number of shares included in our dilutive earnings per share calculation and
the resulting diluted earnings per share could vary greatly depending on the
average market price of our common stock. The following table summarizes the
diluted shares outstanding at various price points using common stock
outstanding at September 30, 2001 of 15,569,179.
<Table>
<Caption>
DILUTED SHARES
AVERAGE SHARE PRICE OUTSTANDING
--------------------------- --------------
$12.00........................ 16,883,067
$13.00........................ 17,044,833
$14.00........................ 17,183,598
$15.00........................ 17,307,959
$16.00........................ 17,418,450
$17.00........................ 17,515,942
$18.00........................ 17,602,601
</Table>
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities from continuing operations for
the six months ended September 30, 2001 was $10.0 million, compared with net
cash provided by operating activities of $11.1 million for the same period in
the prior year. Working capital, excluding the current portion of long-term debt
and cash balances, increased to $179.6 million at September 30, 2001 from $176.7
million at March 31, 2001, attributable primarily to our acquisitions of Digital
Storage and General Stationery Supplies, partially offset by a decrease in
working capital as a result of our decision to exit the IBM master distribution
agreements. The working capital requirements were funded primarily with proceeds
from our credit facilities.
Net cash used in investing activities during the quarter ended September
30, 2001 was $35.4 million. Payments during the six months ended September 30,
2001 included cash paid for the acquisitions of Digital Storage and General
Stationery Supplies, the preferred stock investment in ISA, and the transaction
to acquire the Memphis distribution assets from PFSweb, all of which were funded
with proceeds from our credit facilities. Capital expenditures for the six
months ended September 30, 2001 were $8.1 million, including $3.1 million
acquired under a capital lease and $5.0 million funded with proceeds from our
credit facilities. Proceeds from the exercise of stock options and the issuance
of common shares were $9.4 million for the six months ended September 30, 2001,
which were used to reduce outstanding balances under our credit facilities.
Financing Activities
Domestic Credit Facilities. Our revolving line of credit facility in the
United States, which expires on December 19, 2003, includes an expandable
feature to increase the maximum borrowing to $170 million, subject to various
conditions precedent. During April 2001, we added another $30.0 million of
available credit under this feature, increasing the maximum borrowing
availability from $120.0 million to $150.0 million (subject to certain borrowing
limitations). As of September 30, 2001, the outstanding balance under this
credit facility was $87.2 million and, based on our borrowing base limit at
September 30, 2001, $25.8 million was available for future borrowings.
Foreign Credit Facilities. During April 2001, we refinanced a revolving
term loan with a Canadian bank expiring on August 31, 2001 and an unsecured
revolving line of credit facility with a Canadian bank expiring on January 1,
2001 with a single revolving credit facility of 20.0 million Canadian dollars,
or approximately $12.7 million, expiring during April 2004. Availability under
the credit facility is subject to certain borrowing base limitations, as
defined. During October 2001, we amended the Canadian credit facility to add
another 10.0 million Canadian dollars to its available credit for total maximum
credit availability of 30.0 million Canadian dollars, or approximately $19.0
million. As of September 30, 2001, the outstanding balance under the Canadian
credit facility was 10.7 million Canadian dollars, or approximately $6.8
million, and we had 9.3 million Canadian dollars, or approximately $5.9 million,
available for future borrowings.
-15-
During May 2001, we amended our unsecured revolving line of credit facility
with an Australian bank expiring on January 1, 2002 to add another 5.0 million
Australian dollars to its available credit for total maximum credit availability
of 20.0 million Australian dollars, or approximately $9.8 million. As of
September 30, 2001, the outstanding balance under our Australian credit facility
was 13.0 million Australian dollars, or approximately $6.4 million, and we had
7.0 million Australian dollars, or approximately $3.4 million, available for
future borrowings.
FORWARD-LOOKING STATEMENTS
Certain statements used in this Quarterly Report on Form 10-Q are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These forward-looking statements about the financial condition,
prospects, operations and business of Daisytek are generally accompanied by
words such as "anticipates," "expects," "estimates," "believes," "intends,"
"plans" or similar expressions. These forward-looking statements are subject to
numerous risks, uncertainties and other factors, some of which are beyond the
control of Daisytek that could cause actual results to differ materially from
those forecasted or anticipated in such forward-looking statements.
These risks, uncertainties and other factors include, but are not limited
to: general economic conditions; industry trends; the loss of key suppliers or
customers; the loss or material decline in service of strategic product shipping
relationships; customer demand; product availability; competition (including
pricing and availability); risks inherent in acquiring, integrating and
operating new businesses; concentrations of credit risk; distribution
efficiencies; capacity constraints; technological difficulties; exchange rate
fluctuations; and the regulatory and trade environment (both domestic and
foreign). These risks and others are more fully described in Daisytek's Annual
Report on Form 10-K for the year ended March 31, 2001.
In addition to the risks and uncertainties listed above, the terrorist
attacks that took place in the United States on September 11, 2001 and the
resulting war on terrorism are unprecedented events that have created many
economic and political uncertainties. There could be further acts of terrorism
in the United States or elsewhere that could have a similar impact. In addition,
the national global responses to these terrorist attacks and the resulting war
on terrorism may materially adversely affect us in ways we cannot predict at the
present. Some of the possible material adverse impacts to our business include,
but are not limited to: disruptions to our customers' operations; difficulties
or delays related to our receipt or shipment of products by common carrier both
within the United States and internationally; the lengthening of our sales
cycles and implementations, which might result from a number of factors such as
changes in security measures and disruptions to our business as a result of
these changes; increased credit and business risk for customers in industries
that were severely impacted by the attacks; and further instability in financial
markets caused by armed hostilities or further acts of terrorism.
Because such forward-looking statements are subject to risks, uncertainties
and assumptions, you are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's view only as of the date
of this Quarterly Report on Form 10-Q. We undertake no obligation to update
publicly any forward-looking statement for any reason, even if new information
becomes available or other events occur in the future.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have experienced no material changes in interest rate risk or foreign
exchange risk during the six months ended September 30, 2001. Our market risk is
described in more detail in our Annual Report on Form 10-K for the year ended
March 31, 2001.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Daisytek is involved in certain litigation arising in the ordinary course
of business. Management believes that such litigation will be resolved without
material adverse affect on our financial position, results of operations or
liquidity.
-16-
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 30, 2001 the Company held its Annual Meeting of Stockholders. The
following matters were acted upon and votes cast or withheld:
1. Election of three Class I directors:
<Table>
James R. Powell: For: 10,349,504 Withheld: 1,943,156
Daniel T. Owen: For: 11,786,156 Withheld: 506,504
Peter D. Wharf: For: 10,317,704 Withheld: 1,974,956
</Table>
The Company's Class II and III directors, which include John D. (Jack)
Kearney (Class II), Peter J. Vikanis (Class III), Dale A. Booth (Class III) and
Nicholas A. Giordano (Class III), continue to serve on the Board of Directors
following the 2001 Annual Meeting of Stockholders. The terms of the Class I, II,
and III directors expire at the annual meeting of stockholders in fiscal year
2004, 2002 and 2003, respectively.
2. Ratify the appointment of Ernst & Young LLP as auditors for the 2002 fiscal
year:
<Table>
For: 12,272,842 Against: 15,100 Abstained: 4,718
</Table>
3. Approve an amendment to the Daisytek International Corporation 1998
Employee Stock Purchase Plan to increase the number of shares available for
issuance under the plan from 250,000 to 500,000:
<Table>
For: 10,694,880 Against: 1,216,177 Abstained: 381,603
</Table>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
10.1 First Amendment to Daisytek International Corporation 1998 Employee
Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to the
Company's Form S-8 filed November 9, 2001 (File no. 333-73078)).
10.2 Second Amendment to Daisytek International Corporation 1998 Employee
Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to the
Company's Form S-8 filed November 9, 2001 (File no. 333-73078)).
10.3* First Amendment to 1994 Stock Option Plan for Key Employees of Daisytek
International Corporation.
10.4* First Amendment to 1998 Amended and Restated Stock Option Plan of
Daisytek International Corporation.
- ----------
* Filed herewith.
(b) Reports on Form 8-K.
Current Report on Form 8-K (Items 5 and 7), dated June 29, 2001 and filed
July 2, 2001, to announce Daisytek's decision to exit the IBM master
distribution agreements, under which Daisytek's subsidiary Business Supplies
Distributors provided off-balance sheet financing to enable PFSweb to service
logistics contracts with IBM.
Current Report on Form 8-K (Items 5 and 7), dated August 8, 2001 and filed
August 9, 2001, to announce Daisytek's earnings for the quarter ended June 30,
2001.
Current Report on Form 8-K (Items 5 and 7), dated August 30, 2001 and filed
September 4, 2001, to announce the election of three directors, ratification of
the appointment of independent auditors and approval of an amendment to the
Daisytek International Corporation 1998 Employee Stock Purchase Plan at
Daisytek's annual meeting.
Current Report on Form 8-K (Items 5 and 7), dated September 21, 2001 and
filed September 25, 2001, to announce the estimated impact to Daisytek's
business of the September 11, 2001 attacks on the United States.
-17-
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.
Date: November 14, 2001
DAISYTEK INTERNATIONAL CORPORATION
By: /s/ Ralph Mitchell
------------------------------------
Ralph Mitchell
Chief Financial Officer,
Chief Accounting Officer,
Executive Vice President - Finance
-18-
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.1 First Amendment to Daisytek International Corporation 1998 Employee
Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to the
Company's Form S-8 filed November 9, 2001 (File no. 333-73078)).
10.2 Second Amendment to Daisytek International Corporation 1998 Employee
Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to the
Company's Form S-8 filed November 9, 2001 (File no. 333-73078)).
10.3* First Amendment to 1994 Stock Option Plan for Key Employees of Daisytek
International Corporation.
10.4* First Amendment to 1998 Amended and Restated Stock Option Plan of
Daisytek International Corporation.
</Table>
- ----------
* Filed herewith.