1
FORM 10 - Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 27, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
Commission file number 1-13380
-------
OFFICEMAX, INC.
---------------
(Exact name of registrant as specified in its charter)
OHIO 34-1573735
---- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3605 Warrensville Center Road, Shaker Heights, Ohio 44122
---------------------------------------------------------
(Address of principal executive offices)
(zip code)
(216) 921-6900
--------------
(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 .
----- -----
Title of Class Shares Outstanding As Of
-------------- August 23, 1996
Common Shares ---------------
(without par value) 123,624,879
1 of 21 total pages
Exhibit index located at page 13
2
OFFICEMAX, INC.
INDEX
Part I - Financial Information Page
- ------------------------------
Item 1. Financial Statements 3-7
Item 2. Management's Discussion and Analysis of Financial 8-10
Condition and Results of Operations
Part II - Other Information
- ---------------------------
Item 1. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
2
3
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
OFFICEMAX, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
July 27, January 27,
1996 1996
----------- -----------
ASSETS
Current assets:
Cash and equivalents $ 202,633 $ 365,863
Accounts receivable, net of allowances
of $737 and $659, respectively 39,152 27,039
Merchandise inventories 780,916 636,211
Other current assets 23,979 20,009
----------- -----------
1,046,680 1,049,122
Property and equipment:
Buildings and land 10,949 5,966
Leasehold improvements 106,246 101,624
Furniture and fixtures 166,119 148,581
----------- -----------
283,314 256,171
Less accumulated depreciation and amortization (95,138) (75,795)
----------- -----------
188,176 180,376
Other assets and deferred charges 18,043 15,236
Goodwill, net of accumulated amortization
of $37,147 and $32,452, respectively 338,439 343,134
=========== ===========
$ 1,591,338 $ 1,587,868
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade $ 388,437 $ 348,605
Accrued expenses and other liabilities 66,171 81,602
Accrued salaries and related expenses 29,024 33,482
Advertising payable 12,168 44,802
Taxes other than income taxes 40,211 41,222
----------- -----------
536,011 549,713
Other long-term liabilities 47,462 47,266
----------- -----------
Total liabilities 583,473 596,979
----------- -----------
Commitments and contingencies -- --
Shareholders' equity:
Common shares, without par value; 200,000,000 shares
authorized; 123,619,151 and 123,496,170 shares issued and
outstanding, respectively 852,168 850,557
Deferred stock compensation (1,029) (1,482)
Retained earnings 156,726 141,814
----------- -----------
1,007,865 990,889
=========== ===========
$ 1,591,338 $ 1,587,868
=========== ===========
The accompanying Notes to Consolidated Financial Statements are an integral part
of these balance sheets.
3
4
OFFICEMAX, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
13 Weeks Ended 26 Weeks Ended
------------------------------ ------------------------------
July 27, 1996 July 22, 1995 July 27, 1996 July 22, 1995
------------- ------------- ------------- -------------
Sales $ 622,132 $ 482,460 $ 1,352,727 $ 1,040,333
Cost of merchandise sold, including
buying and occupancy costs 487,460 377,031 1,057,252 809,936
------------ ------------- ------------ ------------
Gross profit 134,672 105,429 295,475 230,397
Store operating and selling expenses 112,967 88,768 238,007 187,128
Pre-opening expenses 1,869 1,200 2,401 1,506
General and administrative expenses 15,215 11,587 30,100 23,356
Goodwill amortization 2,348 2,353 4,695 4,706
------------ ------------- ------------ ------------
Total operating expenses 132,399 103,908 275,203 216,696
------------ ------------- ------------ ------------
Operating income 2,273 1,521 20,272 13,701
Interest income (expense), net 1,635 (25) 4,425 1,261
------------ ------------- ------------ ------------
Income before income taxes and
equity income from affiliate 3,908 1,496 24,697 14,962
Equity income from affiliate -- 572 -- 1,016
------------ ------------- ------------ ------------
Income before income taxes 3,908 2,068 24,697 15,978
Income taxes 1,550 875 9,785 6,759
------------ ------------- ------------ ------------
Net income $ 2,358 $ 1,193 $ 14,912 $ 9,219
============ ============= ============ ============
EARNINGS PER COMMON SHARE DATA
(restated for 3:2 split on July 9, 1996)
Earnings per common share $ 0.02 $ 0.01 $ 0.12 $ 0.08
============ ============= ============ ============
Weighted average number of
common shares outstanding 125,707,000 116,223,000 125,654,000 116,013,000
============ ============= ============ ============
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
4
5
OFFICEMAX, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Dollars in thousands, except per share data)
Common Shares Deferred
------------------------------- Stock Retained
Shares Amount Compensation Earnings Total
---------------- -------------- ----------------- ----------------- --------------
Balance at January 27, 1996 123,496,170 $ 850,557 $ (1,482) $ 141,814 $ 990,889
Issuance of common shares
under director plan 3,234 49 (49) -- --
Exercise of stock options 48,285 269 -- -- 269
Sale of shares under employee
share purchase plan 71,462 1,293 -- -- 1,293
Amortization of deferred
compensation -- -- 502 -- 502
Net income -- -- -- 14,912 14,912
----------- ----------- ------------- ------------ -----------
Balance at July 27, 1996 123,619,151 $ 852,168 $ (1,029) $ 156,726 $ 1,007,865
=========== =========== ============= ============ ===========
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
5
6
OFFICEMAX, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
26 Weeks Ended
---------------------------------
July 27, 1996 July 22, 1995
------------- -------------
CASH PROVIDED BY (USED FOR):
OPERATIONS
Net income $ 14,912 $ 9,219
Adjustments to reconcile net income to net cash from
operating activities:
Depreciation and amortization 24,331 19,273
Deferred income taxes 169 1,494
Increase in other long-term liabilities 196 3,482
Increase (decrease) in other, net 511 (503)
Change in current assets and current liabilities:
Increase in inventories (144,706) (93,970)
Increase (decrease) in accounts payable 39,832 (40,147)
Decrease in other, net (72,574) (36,841)
--------- ---------
Net cash used for operations (137,329) (137,993)
--------- ---------
INVESTING
Capital expenditures (27,735) (15,146)
Decrease in cash on deposit with related party -- 141,017
Other, net 288 182
--------- ---------
Net cash provided by (used for) investing (27,447) 126,053
--------- ---------
FINANCING
Reduction in long-term debt and capital lease obligations (16) (218)
Net borrowings under revolving credit facility -- 15,000
Amount due from underwriters -- (110,177)
Proceeds from issuance of common stock 1,562 112,873
--------- ---------
Net cash provided by financing 1,546 17,478
--------- ---------
CASH AND CASH EQUIVALENTS
Net (decrease) increase for the period (163,230) 5,538
Balance, beginning of period 365,863 33,233
--------- ---------
Balance, end of period $ 202,633 $ 38,771
========= =========
SUPPLEMENTAL INFORMATION
Interest paid $ -- $ 155
========= =========
Income taxes paid $ 8,674 $ 19,131
========= =========
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
6
7
OFFICEMAX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 13 AND 26 WEEKS ENDED
JULY 27, 1996 AND JULY 22, 1995
Significant Accounting and Reporting Policies
- ---------------------------------------------
1. The accompanying consolidated financial statements have been prepared from
the financial records of OfficeMax, Inc. (the "Company" or "OfficeMax")
without audit and reflect all adjustments which are, in the opinion of
management, necessary to fairly present the results of the interim periods
covered in this report. The results for any interim period are not
indicative of the results to be expected for the full fiscal year. The
Company's business is somewhat seasonal, with sales generally higher in the
third and fourth quarters of each year and lowest during the second
quarter, primarily because of lower office supplies consumption during the
summer vacation period.
2. The Company's consolidated financial statements for the 13 weeks ended July
27, 1996 and July 22, 1995 included in this Quarterly Report on Form 10-Q,
have been prepared in accordance with the accounting policies described in
the Notes to Consolidated Financial Statements for the fiscal year ended
January 27, 1996 which were included in the Company's Annual Report on Form
10-K filed with the Securities Exchange Commission (File No. 1-13380) on
April 18, 1996. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted in accordance
with the rules and regulations of the Securities and Exchange Commission.
These financial statements should be read in conjunction with the financial
statements and the notes thereto included in the Form 10-K referred to
above. Certain reclassifications have been made to prior year amounts to
conform to the current presentation.
3. The Company's fiscal year ends on the Saturday prior to the last Wednesday
in January.
4. At July 27, 1996, the Company operated a chain of 493 office products
superstores in 194 markets, 43 states and Puerto Rico.
5. The Company's policy is to expense pre-opening expenses during the first
month of each new store's operation. Consequently pre-opening expense in
each period is generally a function of the number of new stores opened
during that period.
6. On May 8, 1995, the Company's Cash Management Agreement with Kmart
Corporation ("Kmart") expired and the Company activated its $100 million
revolving credit facility. As of July 27, 1996, there were no borrowings
outstanding under this facility.
7. On May 22, 1996, the Board of Directors declared a three-for-two share
split in the form of a 50% share dividend payable July 9, 1996 to
shareholders of record as of June 3, 1996. Average shares outstanding and
all per share amounts included in the accompanying consolidated financial
statements and notes thereto give retroactive effect to the share dividend.
8. The average common and common equivalent shares utilized in computing
earnings per share for the 13 and 26 weeks ended July 27, 1996 include
2,112,583 and 2,058,507 shares, respectively, resulting from the
application of the treasury stock method to outstanding stock options.
7
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
-----------------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
RESULTS OF OPERATIONS
- ---------------------
SALES for the 13 and 26 weeks ended July 27, 1996 increased 28.9% and 30.0% to
$622,132,000 and $1,352,727,000, respectively, from $482,460,000 and
$1,040,333,000 for the comparable periods a year earlier. These sales increases
were primarily attributable to a full period of sales from the 80 stores opened
during fiscal 1995, a comparable store sales increase of 13.3% and 14.4% for the
13 weeks and 26 weeks, respectively, and, to a lesser extent, the additional
sales from 18 and 25 new superstores and one and three new delivery centers
opened during the period. Included in these comparable store sales increases are
comparable store computer sales increases that range from 40% to 50% over the
same periods a year earlier. During the last nine days of the quarter, sales of
all merchandise categories were adversely affected by the record Olympic
television viewing audience, particularly during the evening hours as customers
stayed home to watch television rather than following normal shopping patterns.
This trend continued into the first week of the current third quarter until the
Olympics concluded.
COST OF MERCHANDISE SOLD, INCLUDING BUYING AND OCCUPANCY COSTS, increased as a
percentage of sales to 78.4% and 78.2% for the 13 and 26 weeks ended July 27,
1996, respectively, from 78.2% and 77.9% of sales for the same periods a year
earlier. Correspondingly, gross profit for the 13 and 26 weeks ended July 27,
1996, was 21.6% and 21.8%, respectively, compared to 21.8% and 22.1% for the
same periods a year earlier. These decreases in gross profit were primarily
attributable to increased lower margin computer sales as a percentage of the
total merchandise mix offset by continued leveraging of occupancy costs over
higher sales volume.
STORE OPERATING AND SELLING EXPENSES, which consist primarily of store payroll,
operating and advertising expenses, decreased to 18.2% and 17.6% for the 13 and
26 weeks ended July 27, 1996, respectively, from 18.4% and 18.0% of sales for
the same periods a year earlier. These decreases were primarily as a result of
leveraging of payroll expense over higher sales volumes and continued expense
control offset by increased noncapitalizable remodeling expense.
PRE-OPENING EXPENSE was $1,869,000 and $2,401,000 for the 13 and 26 weeks ended
July 27, 1996, respectively, from $1,200,000 and $1,506,000 for the same periods
a year earlier, reflecting the opening of 18 and 25 super stores during the 13
and 26 weeks ended July 27, 1996, compared to 16 and 20 for the same periods a
year earlier. Pre-opening expenses averaged approximately $75,000 per store for
both the current and prior year, consisting primarily of store payroll, supplies
and grand opening advertising. During the second quarter the Company also opened
nine FurnitureMaxes and five CopyMaxes, which pre-opening expenses average
approximately $25,000 and $35,000, respectively, per store.
GENERAL AND ADMINISTRATIVE EXPENSES were 2.5% and 2.2% for the 13 and 26 weeks
ended July 27, 1996, respectively, compared to 2.4% and 2.2% for the same
periods a year earlier. The increase during the quarter reflects the Company's
comprehensive program to ensure that it continues to expand its management team
to keep pace with its projected growth, both in the United States and abroad, as
well as with respect to new initiatives, such as FurnitureMax and CopyMax.
GOODWILL AMORTIZATION was $2,348,000 and $4,695,000 for the 13 and 26 weeks
ended July 27, 1996, respectively, as compared to $2,353,000 and $4,706,000 for
the comparable periods a year earlier. Goodwill is capitalized and amortized
over 40 years using the straight line method.
OPERATING INCOME increased to $2,273,000 and $20,272,000 or 0.4% and 1.5% of
sales, for the 13 and 26 weeks ended July 27, 1996, respectively, as compared to
operating income of $1,521,000 and $13,701,000, or 0.3% and 1.3% of sales, for
the same periods a year earlier.
INTEREST INCOME (EXPENSE), NET was $1,635,000 and $4,425,000 for the 13 and 26
weeks ended July 27, 1996, respectively, compare to $(25,000) and $1,261,000 for
the same periods a year earlier. Interest income for the 13 and 26 week periods
was primarily attributable to interest earned on cash received from both the
Company's July
8
9
1995 public offering and the sale of its approximate 20% interest in Corporate
Express, Inc. ("Corporate Express") in September 1995.
EQUITY INCOME FROM AFFILIATE for the prior year 13 and 26 week periods were
$572,000 and $1,016,000, respectively, and represents the Company's
proportionate share of income reported by Corporate Express for the three and
six months ended July 22, 1995. The Company sold its entire interest in
Corporate Express on September 10, 1995.
INCOME TAXES were $1,550,000 and $9,785,000 for the 13 and 26 weeks ended July
27, 1996, respectively, as compared to $875,000 and $6,759,000 for same periods
a year ago. The effective tax rates for both periods are different from the
federal statutory income tax rate primarily as a result of non-deductible
goodwill amortization expense, tax exempt interest and state and local taxes.
NET INCOME as a result of the foregoing factors, was $2,358,000 and $14,912,000
for the 13 and 26 weeks ended July 27, 1996, respectively, as compared
$1,193,000 and $9,219,000 for the same periods a year earlier.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Net cash used for operations for the 26 weeks ended July 27, 1996 was
$137,329,000. Funding required for working capital increased primarily due to
additional inventory relating to seasonal factors, the 25 new superstores and
three new delivery centers opened during the period, offset by higher accounts
payable. Net cash used for investing activities was $27,447,000 for the period,
principally as a result of the purchase of fixed assets. Net cash provided by
financing was $1,546,000 for the period, primarily from net proceeds received
from the sale of shares under the Company's share purchase plans.
The Company plans to open 25 new OfficeMax superstores, 14 new FurnitureMax
stores, 14 new CopyMax stores, two delivery centers and remodel 17 existing
superstores during the current quarter ending October 26, 1996. Management
estimates that the Company's cash requirements for these openings and remodels,
exclusive of pre-opening expenses, will be approximately $1,050,000, $215,000,
$335,000, $550,000 and $198,000, respectively, for each additional OfficeMax,
FurnitureMax, CopyMax, delivery center and store remodel. For an OfficeMax
superstore, the requirements include an average of approximately $450,000 for
leasehold improvements, fixtures, point-of-sales terminals and other equipment,
and approximately $600,000 for the portion of store inventory that is not
financed by accounts payable to vendors. Pre-opening expenses are expected to
average approximately $75,000 for an OfficeMax superstore, $35,000 for a CopyMax
store and $25,000 for a FurnitureMax store.
In order to finance its operations and capital requirements, including its
expansion strategy, the Company expects to use funds generated from operations
as well as its current cash reserves, and, to the extent necessary, seasonal
short-term borrowings. The Company has available through May 1999 a $100 million
revolving credit facility, of which no borrowings were outstanding as of July
27, 1996.
FORWARD-LOOKING STATEMENTS
- --------------------------
Certain statements in this Form 10-Q, in future filings by the Company with the
Securities and Exchange Commission (the "Commission"), in the Company's press
releases, and in oral statements made by or with the approval of an authorized
executive officer of the Company constitute "forward-looking statements" as that
term is defined under the Private Securities Litigation Reform Act of 1995 (the
"Act") and releases issued by the Commission. The words "believe," "expect,"
"anticipate," "intend," "estimate" and other expressions which are predictions
of or indicate future events and trends and which do not relate to historical
matters identify forward-looking statements. Reliance should not be placed on
forward-looking statements because they involve known and unknown risks,
uncertainties and other factors, which may cause the actual results, performance
or achievements of the Company to differ materially from anticipated future
results, performance or achievements expressed or implied by such
forward-looking statements. The Company undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
9
10
The future operating results of the Company may be affected by a number of
factors, including without limitation the following:
The Company operates in the office products industry, which is highly
competitive. The Company competes with other high-volume, discount office
products superstore chains, such as Office Depot, Inc. and Staples, Inc. that
are similar to the Company in terms of store format, pricing strategy and
product selection. On September 4, 1996, Staples and Office Depot announced a
definitive agreement to merge, which will create a new entity that will have
sales exceeding $10 billion. Recognizing that the Company's two main competitors
plan to merge, and that they may have greater resources than the Company, no
assurance can be given that this merger will not have an adverse effect on the
Company's business. The Company's expansion into new geographic markets in which
its competitors are already established, and expansion of the Company's
competitors into markets in which the Company is currently operating, have had,
and may continue to have, an adverse effect on the Company's operations. In
addition, the Company believes that it will face increased competition in the
future as the Company and its competitors continue to expand their operations.
Any attempt by the Company or any of its competitors to reduce prices
systematically to gain market share or otherwise could result in industry wide
reduced prices and lower gross margins.
Over the last few years, the Company's rapid growth has resulted largely from
the Company's aggressive new store opening strategy. While the Company intends
to continue pursuing an aggressive new store expansion strategy by opening at
least 80 new superstores in each of fiscal 1996 and 1997 and by continuing to
consider strategic acquisitions, there is no guarantee that the Company's
historic growth rate can or will continue or that such new store openings or
acquisitions will occur. The Company's ability to open new superstores at its
planned rate is dependent on a number of factors, including the identification
and availability of suitable sites, the negotiation of acceptable leases for
these sites, the hiring, training and retention of skilled personnel, the
availability of adequate financing, and other factors, some of which are beyond
the control of the Company. In addition, the Company's expansion strategy
includes clustering new stores in existing markets, which results in some
transfer of sales from existing stores to the new locations. While management
believes that its aggressive expansion strategy will improve its overall market
position and, ultimately, its profitability, there can be no assurance that this
will occur.
The Company intends to continue to expand the operations of its related
businesses, CopyMax and FurnitureMax--initiatives which are still largely
unproven. The expansion of these related businesses requires the investment of
significant cash and resources, which may diminish the Company's overall success
and profitability. There is no guarantee that either CopyMax or FurnitureMax
ultimately will be profitable.
The Company is largely dependent on the services of Michael Feuer, the Company's
Co-Founder, Chairman and Chief Executive Officer, and its senior management. The
loss of Mr. Feuer or any of the Company's other senior management could have an
adverse impact on the Company.
The Company has entered into a joint venture agreement with locally-based
companies in Mexico and is in active negotiations with potential joint venture
partners in various countries in Asia. The Company is also exploring the
possibility of expansion into other international markets as well. There is no
guarantee that the Company will develop or maintain significant operations
internationally or that any such operations will be successful. Any
international operations established by the Company will be subject to risks
similar to those affecting its North American operations in addition to a number
of other risks, including lack of complete operating control, lack of local
business experience, foreign currency fluctuations, language and other cultural
barriers and political and economic instability.
The Company expects that its current cash and cash equivalents and funds
available under its revolving credit facility will be sufficient to fund its
planned store openings and other operating cash needs for at least the next 12
months. However, there can be no assurance that the Company will not require
additional sources of financing prior to that time as a result of unanticipated
cash needs, acquisitions or other opportunities or disappointing operating
results. There also can be no assurance that any additional funds required by
the Company will be available to the Company on satisfactory terms.
10
11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- --------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
At the Annual Meeting of Shareholders of OfficeMax, Inc. held on May 22, 1996,
the nominees for election as Directors of the Corporation were elected without
opposition. The vote of the common stock, on a pre-split basis, with respect to
this election was:
Nominee Number of Shares For
------- --------------------
Term expiring in 1998:
Burnett W. Donoho 71,962,042
D. Dwayne Hoven 71,959,588
James W. McCann 71,958,586
Sydell L. Miller 71,964,006
With respect to the proposed amendment to the 1994 Share Option Plan, the Board
of Directors adopted the proposed amendment as submitted by the votes indicated
below:
Number of Shares
----------------
For the proposal: 60,092,169
Against the proposal: 11,926,367
The number of shares of broker non-votes for the above proposal was none.
With respect to the notification of the selection of Price Waterhouse LLP as the
Company's auditors for fiscal 1996, the Board of Directors adopted the proposed
amendment as submitted by the votes indicated below:
Number of Shares
----------------
For the proposal: 72,096,173
Against the proposal: 83,266
The number of shares of broker non-voters for the above proposal was none.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
Exhibits:
(a) Exhibits: 10.01 OfficeMax Equity-Based Award Plan (Amended and Restated
1994 Share Option Plan)
(b) Reports on Form 8-K: None.
11
12
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.
OFFICEMAX, INC.
(Registrant)
Date: September 6, 1996 By: /s/ John C. Belknap
--------------------------------------------------
John C. Belknap
Executive Vice President, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
12
13
EXHIBIT INDEX
-------------
Exhibit No. Description of Exhibit Sequential Page No.
- ----------- ---------------------- -------------------
10.01 Exhibits: 10.01 OfficeMax Equity-Based Award Plan (Amended and Restated 14
1994 Share Option Plan)
27 Financial Data Schedule
13