Add
SPLS to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| SPLS > SEC Filings for SPLS > Form 8-K on 2-Dec-2008 | All Recent SEC Filings |
2-Dec-2008
Other Events, Financial Statements and Exhibits
In July 2008, Staples, Inc. ("Staples") acquired Corporate Express N.V. ("Corporate Express"), a Dutch office products distributor with operations in North America, Europe and Australia, through a tender offer for all of its outstanding capital stock.
Staples is filing this Form 8-K to supplement Item 9.01(a) of the Current Report on Form 8-K/A filed on September 3, 2008 to include unaudited condensed consolidated financial statements of Corporate Express as of June 30, 2008 and December 31, 2007 and for the six months ended June 30, 2008 and 2007. These condensed consolidated financial statements are being filed as more than nine months have passed since the end of Corporate Express' last audited financial year, December 31, 2007.
(a) Financial statements of businesses acquired
Corporate Express Unaudited Condensed Consolidated Financial Statements as of June 30, 2008 and December 31, 2007 and for the Six Months Ended June 30, 2008 and 2007. These unaudited condensed financial statements have not been reviewed or audited by Corporate Express' independent auditors.
Item 9.01(a) Financial Statements of Businesses Acquired
Corporate Express N.V.
Condensed Consolidated Balance Sheet
(In millions of euro)
(Unaudited)
June 30, 2008 December 31, 2007
Assets
Non-current assets
Goodwill 1,368 1,420
Software 94 98
Other intangible assets 74 82
Property, plant and equipment 199 196
Net pension asset 206 190
Deferred tax assets 343 350
Other non-current assets 17 16
Total non-current assets 2,302 2,352
Current assets
Inventories 467 498
Trade receivables 685 700
Other receivables 202 198
Cash and cash equivalents 43 50
Total current assets 1,397 1,446
Total assets 3,699 3,799
Equity and liabilities
Shareholders' equity 1,454 1,543
Minority interests 44 40
Total equity 1,497 1,583
Non-current liabilities
Long-term borrowings 1,102 1,011
Deferred tax liabilities 135 136
Net pension liabilities 21 22
Provisions 41 41
Total non-current liabilities 1,300 1,211
Current liabilities
Current portion of long-term borrowings 32 117
Short-term loans and bank overdrafts 28 19
Trade liabilities 479 547
Other liabilities 362 320
Total current liabilities 901 1,004
Total liabilities 2,201 2,215
Total equity and liabilities 3,699 3,799
|
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
Corporate Express N.V.
Condensed Consolidated Statement of Income
(In millions of euro, except per share data)
(Unaudited)
Six Months Ended June 30,
2008 2007
Continuing operations:
Net sales 2,664 2,829
Purchase value of trade goods sold (1,790 ) (1,902 )
Gross contribution 874 927
Operating costs (780 ) (785 )
Depreciation of property, plant and equipment and
amortization of software and other intangible assets (43 ) (48 )
Operating result 50 94
Other financing expenses (59 ) (55 )
Result before taxes (9 ) 39
Taxes 6 (6 )
Net result from continuing operations (3 ) 34
Discontinued operations:
Net result from discontinued operations - 9
Total operations:
Net result from total Group (3 ) 42
Attributable to:
Holders of ordinary shares Corporate Express N.V. (11 ) 34
Minority interests in Group companies 8 9
(3 ) 42
Net result from continuing operations per share
attributable to holders of ordinary shares Corporate
Express N.V. (in euro)
Basic (.06 ) .14
Diluted (.06 ) .14
Net result from discontinued operations per share
attributable to holders of ordinary shares Corporate
Express N.V. (in euro)
Basic - .05
Diluted - .04
Net result from total Group per share attributable to
holders of ordinary shares Corporate Express N.V. (in
euro)
Basic (.06 ) .18
Diluted (.06 ) .18
|
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
Corporate Express N.V.
Condensed Consolidated Statement of Cash Flows
(In millions of euro)
(Unaudited)
Six Months Ended June 30,
2008 2007
Cash flow from operating activities
EBIT 50 94
Depreciation of property, plant and equipment
and amortization of software and other
intangible assets 43 48
Adjustments for share based payments 4 5
Other non cash adjustments (Book profit sale
Veenman) (42 ) -
Additions to (release of) provisions 6 (1 )
(Increase) decrease working capital
Decrease (increase) in inventories 12 (6 )
Increase in accounts receivable (18 ) (58 )
Increase in other receivables (23 ) (18 )
(Decrease) increase in accounts payable (38 ) 13
Increase (decrease) in other liabilities 73 (3 )
Net increase (decrease) in working capital 6 (72 )
Other operational payments and receivables
Profit taxes (net) (18 ) (19 )
Payments deducted from provisions for
restructuring and other provisions excluding
pensions (12 ) (11 )
Payments for defined benefit pension plans (4 ) (5 )
Total other operational payments and
receivables (33 ) (34 )
Net cash from operating activities continuing
operations 33 40
Net cash from operating activities discontinued
operations - (21 )
Net cash from operating activities total Group
(A) 33 19
Cash flow from investing activities
Investments in property, plant and equipment
and software (43 ) (47 )
Acquisitions of Group companies - (5 )
Proceeds of divestments net of transaction fees 41 -
Net cash used in investing activities
continuing operations (2 ) (52 )
Net cash used in investing activities
discontinued operations - (3 )
Net cash used in investing activities total
Group (B) (2 ) (54 )
Cash flow available for financing activities
(A+B) 31 (35 )
Cash flow from financing activities
Dividend payments (18 ) (21 )
Interest payments (37 ) (42 )
Financing fee payments (29 ) -
Dividend Preference Shares A (11 ) (11 )
Dividend payment to and repurchase of shares
from minority shareholders (5 ) (62 )
Proceeds from share issues 2 -
Net proceeds of other long-term borrowings 52 131
Net cash used in financing activities
continuing operations (46 ) (6 )
Net cash used in financing activities total
Group (C) (46 ) (6 )
Net cash flow total Group (A+B+C) (15 ) (42 )
Net increase in liquid funds
Liquid funds at period end:
Cash and cash equivalents 43 77
Bank overdrafts (28 ) (63 )
A 16 14
Minus liquid funds at beginning of year:
Cash and cash equivalents 50 73
Bank overdrafts (19 ) (18 )
B 31 55
Net cash flow total Group A-B (15 ) (42 )
|
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
Corporate Express N.V.
Condensed Consolidated Statement of Recognized Income and Expense
(In millions of euro)
(Unaudited)
Six Months
Ended
June 30, 2008
Cash flow hedges:
Valuation gain/(loss) taken to equity -
Transferred to income statement for the period (2 )
(2 )
Actuarial gains and (losses) on pension plans -
Exchange differences on translation of foreign operations (63 )
Tax on items (1 )
Net result taken directly to equity (66 )
Net result for the period (3 )
Total recognized income and expense for the period (69 )
Attributable to:
Holders of ordinary share Corporate Express N.V. (77 )
Minority interests in Group companies 8
(69 )
|
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
Corporate Express N.V.
Condensed Consolidated Statement of Recognized Income and Expense
(In millions of euro)
(Unaudited)
Year Ended
December 31, 2007
Cash flow hedges:
Valuation gain/(loss) taken to equity (2 )
Transferred to income statement for the year (4 )
(6 )
Actuarial gains and (losses) on pension plans 56
Exchange differences on translation of foreign operations (98 )
Tax on items (12 )
Net result taken directly to equity (60 )
Net result for the year 195
Total recognized income and expense for the year 135
Attributable to:
Holders of ordinary share Corporate Express N.V. 118
Minority interests in Group companies 17
135
|
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
In millions of euro, unless stated otherwise
Basis of preparation
The condensed consolidated financial statements for Corporate Express N.V. ("Corporate Express" or the "Company") included herein were prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board, and the interpretations thereof by the International Financial Reporting Interpretations Committee and the Standing Interpretations Committee. For Corporate Express, there are no differences between IFRS as adopted for use in the European Union and full IFRS as issued by the International Accounting Standards Board. Corporate Express' accounting policies under IFRS vary in certain respects from accounting principles generally accepted in the United States of America ("US GAAP").
The financial statements included herein are presented in euro and are prepared under the historical cost convention, except for the financial assets and liabilities (including derivative instruments), which are valued at fair value.
Amounts are rounded to the nearest million euro; therefore, amounts may not equal (sub) totals due to rounding.
These unaudited condensed financial statements have not been reviewed or audited by Corporate Express' independent auditors.
Principles of consolidation
The condensed consolidated financial statements include Corporate Express and the entities controlled by Corporate Express. Control is achieved when Corporate Express has the power to govern the financial and operating policies of a subsidiary so as to obtain benefits from its activities. Control is presumed to exist when Corporate Express owns, directly or indirectly through subsidiaries, more than half of the voting power of an entity unless, in exceptional circumstances, it can be demonstrated that such ownership does not constitute control. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether Corporate Express controls another entity. Subsidiaries are fully consolidated from the date on which control is obtained.
Intercompany transactions, balances and unrealized gains on transactions between subsidiaries are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Foreign currencies
Each subsidiary measures its balance sheet and income statement in the currency of the primary economic environment in which the subsidiary operates (the "functional currency"). The condensed consolidated financial statements presented herein are in euros, which is the Company's presentation currency. In the consolidation, assets and liabilities of subsidiaries whose functional currency is not the euro are translated into euro at the rates prevailing at the balance sheet date. Income statements of these subsidiaries are translated into euros at the average rates for the reporting period. The resulting translation differences are recorded directly in equity as "cumulative translation adjustments".
Transactions in currencies other than the functional currencies of subsidiaries are recorded at the exchange rates prevailing on the dates of the transactions. Monetary items (such as receivables, cash and cash equivalents and liabilities) denominated in currencies other than the functional currencies of subidiaries are translated at the rates prevailing on the balance sheet date. The resulting translation differences and translation differences on settlements are reflected in the income statement.
Earnings (loss) per share ("EPS")
The diluted per share amount for the six months ended June 30, 2008 is consistent with the basic per share amount, as the net loss for the period causes basic EPS to be the most dilutive.
Segment information
Corporate Express has four business segments: Office Products North America ("OPNA"); Office Products Europe ("OPE"); Office Products Australia ("OPA"); and Printing Systems ("Printing Systems"). ASAP Software used to be the fifth business segment until November 12, 2007 when ASAP Software was sold to Dell Computers.
OPNA, OPE and OPA mainly operate under the name Corporate Express and offer a full range of products, such as traditional office supplies and office furniture and also facility supplies, forms and print and promotional products to large- and medium-sized companies and institutions. The copier business of Veenman, which until 2006 was reported as an activity of OPE, in this segment information is reported under Printing Systems.
The historical segment information of ASAP Software for 2007 is reported in the column "Discontinued operations".
"Unallocated" in the tables below includes Corporate Express' financing costs incurred by the corporate head office as well as costs, relating to geographical holding companies.
Business segment information
Corporate
Express
Printing total
OPNA OPE OPA Systems Unallocated operations
2008 2008 2008 2008 2008 2008
For the Six
Months Ended
June 30, 2008
(in millions
of euro)
Net sales 1,394 649 390 231 2,664
Purchase value
trade goods
sold (945 ) (427 ) (260 ) (160 ) (1,790 )
Operating
result /
segment result 42 18 32 6 (47 ) 50
Other
financing
expenses (59 )
Result before
taxes (9 )
Taxes 6
Net result
from
continuing
operations (3 )
Net result
from total
Group (3 )
Attributable
to:
Holders of
ordinary
shares of
Corporate
Express N.V. (11 )
Minority
interest in
companies 8
Corporate
Express
Printing continuing Discontinued Corporate Express
OPNA OPE OPA Systems Unallocated operations operations (1) total operations
2007 2007 2007 2007 2007 2007 2007 2007
For the Six
Months Ended
June 30, 2007 (in
millions of euro)
Net sales 1,511 637 389 293 2,829 2,829
Purchase value
trade goods sold (1,013 ) (428 ) (264 ) (200 ) (1,902 ) (1,902 )
Operating result
/ segment result 47 11 32 13 (8 ) 94 94
Other financing
expenses (55 ) (55 )
Result before
taxes 39 39
Taxes (6 ) (6 )
Net result from
continuing
operations 34 34
Net result from
discontinued
operations - 9 9
Net result from
total Group 34 9 42
Attributable to:
Holders of
ordinary shares
Corporate
Express N.V. 25 9 34
Minority
interests in
Group companies 9 9
|
Strategic initiatives
Included as part of operating costs in the condensed consolidated statement of income for the six months ended June 30, 2008 is 84.8 million euros of costs that relate to strategic initiatives and certain transaction costs incurred by Corporate Express prior to the transaction with Staples.
Subsequent event
In July 2008, Staples acquired Corporate Express for an aggregate cash purchase price of 2.8 billion euros, net of cash acquired through a tender offer for all of its outstanding capital stock. The acquisition of Corporate Express establishes a contract business for Staples in Europe and Canada and increases its contract business in the United States. The acquisition also extends Staples' geographic reach to Australia and New Zealand. As a result of the acquisition, Staples has operations in 27 countries.
At the time the tender offer was fully settled on July 23, 2008, Staples had acquired more than 99% of the outstanding capital stock of Corporate Express. Staples intends by the end of fiscal year 2009 to acquire the remaining capital of Corporate Express by means of a compulsory acquisition procedure in accordance with the Dutch Civil Code. In July 2008, Staples also acquired all of the outstanding 8.25% Senior Subordinated Notes due July 1, 2014 and all of the outstanding 7.875% Senior Subordinated Notes due March 1, 2015 of Corporate Express U.S. Finance Inc., a wholly owned subsidiary of Corporate Express.
The operating results of Corporate Express have been included in the results of Staples since July 2, 2008, the date Staples declared the terms of the tender offer unconditional. The Corporate Express results are reported in Staples' North American Delivery and International Operations for segment reporting.
|
|