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<SEC-DOCUMENT>0000950144-02-004742.txt : 20020503
<SEC-HEADER>0000950144-02-004742.hdr.sgml : 20020503
ACCESSION NUMBER: 0000950144-02-004742
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 5
CONFORMED PERIOD OF REPORT: 20020202
FILED AS OF DATE: 20020503
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: BOOKS A MILLION INC
CENTRAL INDEX KEY: 0000891919
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940]
IRS NUMBER: 630798460
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0131
FILING VALUES:
FORM TYPE: 10-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-20664
FILM NUMBER: 02633525
BUSINESS ADDRESS:
STREET 1: 402 INDUSTRIAL LN
CITY: BIRMINGHAM
STATE: AL
ZIP: 35211
BUSINESS PHONE: 2059423737
MAIL ADDRESS:
STREET 1: 402 INDUSTRIAL LANE
CITY: BIRMINGHAM
STATE: AL
ZIP: 35211
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>g75948e10-k.txt
<DESCRIPTION>BOOKS-A-MILLION, INC.
<TEXT>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended February 2, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
-------------- ----------------
Commission File No. 0-20664
BOOKS-A-MILLION, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 63-0798460
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
402 INDUSTRIAL LANE
BIRMINGHAM, ALABAMA 35211
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (205) 942-3737
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class)
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 [ ]
CONTINUED
<PAGE>
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ].
The aggregate market value of the voting stock held by non-affiliates
of the Registrant (assuming for these purposes, but without conceding, that all
executive officers and directors are "affiliates" of the Registrant) as of April
16, 2002 (based on the closing sale price as reported on the NASDAQ National
Market on such date), was $50,685,491.
The number of shares outstanding of the Registrant's Common Stock as of
April 16, 2002 was 16,188,346.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the fiscal year ended
February 2, 2002 are incorporated by reference into Part II of this report.
Portions of the Proxy Statement for the Annual Meeting of Stockholders
to be held on June 6, 2002 are incorporated by reference into Part III of this
report.
<PAGE>
PART I
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
This document contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, that involve a
number of risks and uncertainties. A number of factors could cause actual
results, performance, achievements of the Company, or industry results to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. These factors include,
but are not limited to, the competitive environment in the book retail industry
in general and in the Company's specific market areas; inflation; economic
conditions in general and in the Company's specific market areas; the number of
store openings and closings; the profitability of certain product lines, capital
expenditures and future liquidity; liability and other claims asserted against
the Company; uncertainties related to the Internet and the Company's Internet
initiative ; and other factors referenced herein. In addition, such
forward-looking statements are necessarily dependent upon assumptions, estimates
and dates that may be incorrect or imprecise and involve known and unknown
risks, uncertainties and other factors. Accordingly, any forward-looking
statements included herein do not purport to be predictions of future events or
circumstances and may not be realized. Given these uncertainties, shareholders
and prospective investors are cautioned not to place undue reliance on such
forward-looking statements. The Company disclaims any obligations to update any
such factors or to publicly announce the results of any revisions to any of the
forward-looking statements contained herein to reflect future events or
developments.
ITEM 1. BUSINESS
GENERAL
Books-A-Million, Inc. (the "Company" or the "Registrant") is a leading
book retailer and is one of the dominant book retailers in the southeastern
United States. The Company, which was founded in 1917, has developed several
store formats to address the various market areas it serves. Superstores, the
first of which was opened in 1988, average approximately 20,000 square feet and
operate under the name "Books-A-Million" and "Books and Co." Smaller bookstores,
which are operated under the name "Bookland," have approximately 4,000 square
feet and are located primarily in malls. The Company also operates newsstands
under the name "Joe Muggs Newsstands." Newsstands average approximately 2,300
square feet and are located in mostly larger markets. All store formats,
excluding newsstands, offer an extensive selection of best sellers and other
hardcover and paperback books, magazines, and newspapers. In addition to the
retail store formats, the Company offers its products over the Internet at
Booksamillion.com and Joemuggs.com. The Company is also a wholesaler of books
to, among others, bookstores, wholesale clubs, supermarkets, department stores
and mass merchandisers. Additionally, the Company has a subsidiary which
provides website development and maintenance services.
The Company was originally incorporated under the laws of the State of
Alabama in 1964 and was reincorporated in Delaware in September 1992. The
principal executive offices of the Company are located at 402 Industrial Lane,
Birmingham, Alabama 35211, and its telephone number is (205) 942-3737. Unless
the context otherwise requires, references to the Company include its wholly
owned subsidiaries, American Wholesale Book Company, Inc. ("American Wholesale")
and American Internet Services, Inc. ("AIS").
ACQUISITION
During fiscal 2002, the Company acquired lease rights and inventory of
18 stores from Crown Books Corporation for $6.5 million. The stores are located
in the Chicago, Illinois and Washington, D.C. metropolitan areas. The results of
operations for these stores were reflected in the consolidated financial
statements beginning in the first quarter of fiscal 2002.
SUPERSTORES
The Company opened its first Books-A-Million superstore in April 1988.
The Company developed its superstores to capitalize on the growing consumer
demand for the convenience, selection and value associated with the superstore
retailing format. Each superstore is designed to be a receptive and open
environment conducive to browsing and reading and includes ample space for
promotional events open to the public, including book autograph sessions and
children's storytelling. The Company operates 157 superstores as of February 2,
2002.
Superstores emphasize selection, value and customer service.
Superstores offer an extensive selection of best sellers and other hardcover and
paperback books, magazines, local newspapers, greeting cards and gifts.
Superstores also dedicate space to bargain books that are sold at a discount
from publishers' originally suggested retail prices. Each superstore has a
service center staffed with associates who are knowledgeable about the store's
merchandise and who are trained to answer customers' questions, assist customers
in locating books within the store and place special orders. The majority of the
superstores also include an
<PAGE>
espresso and coffee bar called Joe Muggs. The Company's superstores are
conveniently located on major, high-traffic roads and in enclosed malls or strip
shopping centers with adequate parking. Superstores are generally open Mondays
through Saturdays from 9:00 a.m. to 11:00 p.m. and Sundays 9:00 am through 9:00
p.m.
BOOKLAND STORES
The Company's Bookland stores operate as traditional bookstores or
combination book and greeting card stores, both of which are tailored to the
size, demographics and competitive conditions of the particular market area.
Bookland stores average between 3,500 and 4,500 square feet and carry a broad
selection of best sellers and other hardcover and paperback books, bargain
books, magazines, gifts and greeting cards. The Company has 40 Bookland stores
as of February 2, 2002.
JOE MUGGS NEWSSTANDS
The Company's newsstands are concentrated in business and entertainment
districts and are tailored to the demographics of the particular market area.
Newsstands average approximately 2,300 square feet and carry a broad selection
of newspapers and magazines, along with hardcover and paperback books. The
newsstands also offer an espresso and coffee bar. The Company operated 7
newsstands as of February 2, 2002.
MERCHANDISING
The Company employs several value-oriented merchandising strategies.
Books on the Company's best-seller list, which is developed exclusively by the
Company based on its sales and customer demand in its stores, are generally sold
in the Company's superstores below publishers' suggested retail prices. In
addition, superstore customers can join the Millionaire's Club and save 10% on
all purchases in Books-A-Million superstores, including already discounted
best-sellers. Bookland store customers can join the Read & Save Club and enjoy
similar discounts. The Company's point-of-sale computer system provides the data
necessary to enable the Company to anticipate consumer demand and customize
store inventory selection to reflect local customer interest and demand.
MARKETING
The Company promotes its bookstores principally through the use of
geographically concentrated newspaper advertising and direct mail circulars, as
well as point-of-sale materials posted and distributed in the stores. In certain
markets, television advertising is also used on a selective basis. The Company
also arranges for special appearances and book autograph sessions with
recognized authors to attract customers and to build and reinforce customer
awareness of its stores. A substantial portion of the Company's advertising
expenses are reimbursed from publishers through their cooperative advertising
programs.
STORE OPERATIONS AND SITE SELECTION
In choosing specific store sites within a market area, the Company
applies standardized site selection criteria that take into account numerous
factors, including the local demographics, desirability of available leasing
arrangements, proximity to existing Company operations and overall level of
retail activity. In general, stores are located on major high-traffic roads
convenient to customers and have adequate parking. The Company generally
negotiates short-term leases with renewal options. The Company periodically
reviews the profitability trends and prospects of each of its stores and
evaluates whether or not any underperforming stores should be closed, converted
to a different format or relocated to more desirable locations.
2
<PAGE>
INTERNET OPERATIONS
The Company, through its wholly owned subsidiary, AIS, sells a broad
range of products over the Internet under the name Booksamillion.com. Products
sold by Booksamillion.com are similar to those sold in the Company's
Books-A-Million superstores and include a wide selection of books, magazines and
gift items. Booksamillion.com also operates an online cafe on its web site under
the name Joemuggs.com. Joemuggs.com offers a wide selection of whole bean
coffee, confections and related gift items for purchase over the Internet.
The Company is assisted in its Internet development efforts through a
wholly owned subsidiary of AIS, NetCentral, Inc., which is based in Nashville,
Tennessee. In addition to providing web development and maintenance for all of
the Company's Internet sites and networking initiatives, NetCentral also serves
several outside customers by offering site development, web hosting and
technical services.
PURCHASING
The Company's purchasing decisions are centralized and are made by the
Company's merchandising department. The Company's buyers negotiate terms,
discounts and cooperative advertising allowances for all the Company's
bookstores and decide which books to purchase, in what quantity and for which
stores. The buyers use current inventory and sales information provided by the
Company's in-store point-of-sale computer system to make reorder decisions.
The Company purchases merchandise from over 500 vendors. The Company
purchases the majority of its collectors' supplies from one supplier and
substantially all of its magazines from another supplier, each of which is a
related party. No one vendor accounted for more than 10.0% of the Company's
overall merchandise purchases in the fiscal year ended February 2, 2002. In
general, approximately 80% of the Company's inventory may be returned by the
Company for full credit, which substantially reduces the Company's risk of
inventory obsolescence.
DISTRIBUTION CAPABILITIES
American Wholesale receives a substantial portion of its inventory
shipments, including substantially all of its books, at its two facilities
located in Florence and Tuscumbia, Alabama. Orders from the Company's bookstores
are processed by computer and assembled for delivery to the stores on
pre-determined weekly schedules. Substantially all deliveries of inventory from
American Wholesale's facilities are made by their dedicated transportation
fleet. At the time deliveries are made to each of the Company's stores, returns
of slow moving or obsolete books are picked up and returned to the American
Wholesale returns processing center. American Wholesale then returns these books
to publishers for credit.
COMPETITION
The retail bookstore industry is highly competitive and includes
competitors that have substantially greater financial and other resources than
the Company. The Company competes directly with national bookstore chains,
independent bookstores, booksellers on the Internet, certain mass merchandisers
and greeting card stores. The Company is one of the top three retail bookstore
chains in the nation. In recent years, competing bookstore chains have been
expanding their businesses and certain leading regional and national chains have
developed and opened superstores and Internet web sites. The Company also
experiences indirect competition from retail specialty stores that offer books
in a particular area of specialty. Management believes that the key competitive
factors in the retail book industry are convenience of location, selection,
customer service and price.
SEASONALITY
Similar to many retailers, the Company's business is seasonal, with its
highest retail sales, gross profit and net income historically occurring in its
fourth fiscal quarter. This seasonal pattern reflects the increased demand for
books and gifts experienced during the year-end holiday selling season. Working
capital requirements are generally at their highest during the third fiscal
quarter and the early part of the fourth fiscal quarter due to the seasonality
of the Company's business. The Company's results of operations depend
significantly upon net sales generated during the fourth fiscal
3
<PAGE>
quarter, and any significant adverse trend in the net sales of such period would
have a material adverse effect on the Company's results of operations for the
full year. In addition to seasonality, the Company's results of operations may
fluctuate from quarter to quarter as a result of the amount and timing of sales
and profits contributed by new stores as well as other factors. Accordingly, the
addition of a large number of new stores in a particular fiscal quarter could
adversely affect the Company's results of operations for that quarter.
TRADEMARKS
"Books-A-Million," "BAM!," "Bookland," "Books & Co.," "Millionaire's
Club," "Sweet Water Press," "Thanks-A-Million," "Big Fat Coloring Book," "Up All
Night Reader," "Read & Save Rebate", "Readables Accessories for Reader",
"Kids-A-Million," "Teachers First," "The Write-Price," "Bambeanos," "Book$mart",
"BAMM", "BAMM.com", "BOOKSAMILLION.com", "Chillatte", "Joe Muggs Newsstand" and
"NetCentral" are the primary registered trademarks of the Company. Management
does not believe that these trademarks are crucial to the continuation of the
Company's operations.
EMPLOYEES
As of fiscal year end, the Company employed approximately 2,800
full-time associates and 2,300 part-time associates. The number of part-time
associates employed by the Company fluctuates based upon seasonal needs. None of
the Company's associates are covered by a collective bargaining agreement, and
management believes that the Company's relations with its associates are
excellent.
ITEM 2. PROPERTIES
The Company's bookstores are located either in enclosed malls or strip
shopping centers. All of the Company's stores are leased. Generally, these
leases have terms ranging from five to ten years and require the Company to pay
a fixed minimum rental fee and/or a rental fee based on a percentage of net
sales together with certain customary costs (such as property taxes, common area
maintenance and insurance).
The Company's principal executive offices are located in a 20,550
square foot leased building located in Birmingham, Alabama. The Company's has an
additional 20,000 square foot leased building located in Irondale, Alabama. Both
leases involve related parties. The Birmingham, Alabama office space lease
extends to January 31, 2006, and the Irondale, Alabama office space lease
extends to December 31,2002. In addition, the Company leases approximately 4,025
square feet of office space in Nashville, Tennessee which extends to January 31,
2003.
American Wholesale owns its wholesale distribution center that is
located in an approximately 290,000 square foot facility located in Florence,
Alabama. During fiscal 1995 and 1996, the Company financed the acquisition and
construction of the wholesale distribution facility through loans obtained from
the proceeds of an industrial revenue bond, which are secured by a mortgage
interest in this facility. The Company also leases, from a related party, a
second warehouse facility, which is located in an approximately 177,450 square
foot facility in Tuscumbia, Alabama. In addition, the Company leases all of the
tractors that pull the company owned trailers, which comprise its transportation
fleet.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various legal proceedings incidental to its
business. In the opinion of management, after consultation with legal counsel,
the ultimate liability, if any, with respect to those proceedings is not
presently expected to materially affect the financial position or results of
operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information under the heading "Market and Dividend Information" on
page 21 (inside back cover) of the Annual Report to Stockholders for the year
ended February 2, 2002 is incorporated herein by reference.
4
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The information under the heading "Selected Consolidated Financial
Data" for the years ended January 31, 1998, through February 2, 2002 on page 4
of the Annual Report to Stockholders for the year ended February 2, 2002, is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information under the heading "Management's Discussion & Analysis
of Financial Condition & Results of Operations" on pages 5 through 7 of the
Annual Report to Stockholders for the year ended February 2, 2002 is
incorporated herein by reference.
ITEM 7.A. MARKET RISK
The information in note 3 "Debt and Lines of Credit" in the Notes to
Consolidated Financial Statements on page 15 of the Annual Report to
Stockholders for the year ended February 2, 2002 is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements of the Registrant and its
subsidiaries included in the Annual Report to Stockholders for the year ended
February 2, 2002 are incorporated herein by reference:
Consolidated Balance Sheets as of February 2, 2002 and February 3,
2001.
Consolidated Statements of Operations for the Fiscal Years Ended
February 2, 2002, February 3, 2001 and January 29, 2000.
Consolidated Statements of Stockholders' Investment for the Fiscal
Years Ended February 2, 2002, February 3, 2001, and January
29, 2000.
Consolidated Statements of Cash Flows for the Fiscal Years Ended
February 2, 2002, February 3, 2001, and January 29, 2000.
Notes to Consolidated Financial Statements.
Report of Independent Public Accountants.
The information under the heading "Summary of Quarterly Results
(Unaudited)" on page 19 of the Annual Report to Stockholders
for the Fiscal Years Ended February 2, 2002 and February 3,
2001 is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Arthur Andersen, LLP was the Company's independent accountants for
fiscal 2002 and has been its independent accountants since its initial public
offering in 1992. The Company dismissed Arthur Andersen, LLP as its independent
accountants on April 26, 2002. The decision to dismiss Arthur Andersen as the
Company's independent accountants was recommended and approved by the Audit
Committee of the Board of Directors. Arthur Andersen's report on the Company's
financial statements for the past two years did not contain an adverse opinion
or a disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles. In addition, during the two most recent
fiscal years and since the end of fiscal year 2002, there were no disagreements
with Arthur Andersen, LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Arthur Andersen would have
caused Arthur Andersen to make reference to the subject matter of the
disagreement in connection with its report.
5
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
The sections under the heading "Proposal I-Election of Directors"
entitled "Nominee for Election - Term Expiring 2005", "Incumbent Directors -
Term Expiring 2004" and "Incumbent Directors - Term Expiring 2003" on pages 2
through 4 of the Proxy Statement for the Annual Meeting of Stockholders to be
held June 6, 2002, are incorporated herein by reference for information on the
directors of the Registrant.
EXECUTIVE OFFICERS
All executive officers of the Company are elected annually by and serve
at the discretion of the Board of Directors. The executive officers of the
Company are listed below:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
<S> <C> <C>
Clyde B. Anderson 41 Chairman of the Board and Chief Executive Officer
Sandra B. Cochran 43 President and Secretary
Terrance G. Finley 48 Executive Vice President of Books-A-Million, Inc. and
President of American Internet Services, Inc.
Richard S. Wallington 43 Chief Financial Officer
</TABLE>
Clyde B. Anderson has served as a director of the Company since August
1987. Mr. Anderson has served as the Chairman of the Board of the Company since
January 2000 and the Chief Executive Officer of the Company since July 1992. Mr.
Anderson served as the President of the Company from November 1987 to August
1999. From November 1987 to March 1994, Mr. Anderson also served as the
Company's Chief Operating Officer. Mr. Anderson serves on the Board of Directors
and the Compensation Committee of Hibbett Sporting Goods, Inc., a sporting goods
retailer. Mr. Anderson is the son of Charles C. Anderson and the brother of
Terry C. Anderson, both members of the Company's Board of Directors.
Sandra B. Cochran has served as President of the Company since August
1999 and Secretary since June 1998. Ms. Cochran served as the Executive Vice
President from February 1996 to August 1999 and as Chief Financial Officer from
September 1993 to August 1999. Ms. Cochran previously served as Vice President
and Assistant Secretary of the Company from August 1992 to September 1993. Prior
to joining the Company, Ms. Cochran served as a Vice President (as well as in
other capacities) of SunTrust Securities, Inc., a subsidiary of SunTrust Banks,
Inc. for more than five years.
Terrance G. Finley has served as Executive Vice President of the
Company since October 2001 and as the President of American Internet Services,
Inc. since December 1998. Mr. Finley served as Senior Vice President -
Merchandising from January 1998 to December 1998. Mr. Finley served as Vice
President - Merchandising from April 1994 to January 1998 and was named an
executive officer of the Company in March 1995. Mr. Finley served as the General
Manager of Book$mart from February 1992 to April 1994. Prior to joining the
Company, Mr. Finley served as the Vice President - Sales for Smithmark
Publishers.
Richard S. Wallington has served as the Chief Financial Officer of the
Company since August 1999. Mr. Wallington served as Vice President and
Controller from September 1993 to August 1999. Prior to joining the Company, Mr.
Wallington served as the Director of Financial Reporting for Woodward & Lothrop,
a retail department store company.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors, executive officers and persons who own
beneficially more than 10% of the Company's Common Stock to file reports of
ownership and changes in ownership of such stock with the Securities and
Exchange Commission (the "SEC") and the NASDAQ Stock Market, Inc. Directors,
executive officers and greater than 10% stockholders are required by SEC
6
<PAGE>
regulations to furnish the Company with copies of all such forms they file. To
the Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, its directors, executive officers and greater than 10% stockholders
complied with all applicable Section 16(a) filing requirements during fiscal
2002.
ITEM 11. EXECUTIVE COMPENSATION
The sections under the heading "Executive Compensation," other than
those entitled "Report on Executive Compensation", "Compensation Committee
Interlocks and Insider Participation", "Certain Relationships and Related
Transactions" and "Performance Graph", on pages 9 through 16 of the Proxy
Statement for the Annual Meeting of Stockholders to be held June 6, 2002 are
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The section under the heading "Proposal I-Election of Directors"
entitled "Beneficial Ownership of Common Stock" on pages 7 and 8 of the Proxy
Statement for the Annual Meeting of Stockholders to be held June 6, 2002 is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The sections under the heading "Executive Compensation" entitled
"Compensation Committee Interlocks and Insider Participation" and "Certain
Relationships and Related Transactions" on pages 11 and 12 of the Proxy
Statement for the Annual Meeting of Stockholders to be held June 6, 2002 are
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The following Consolidated Financial Statements of Books-A-Million,
Inc. and its subsidiaries, included in the Registrant's Annual Report
to Stockholders for the fiscal year ended February 2, 2002 are
incorporated by reference in Part II, Item 8:
Consolidated Balance Sheets as of February 2, 2002 and February 3,
2001.
Consolidated Statements of Operations for the Fiscal Years Ended
February 2, 2002, February 3, 2001, and January 29, 2000.
Consolidated Statements of Stockholders' Investment for the Fiscal
Years Ended February 2, 2002, February 3, 2001, and January
29, 2000.
Consolidated Statements of Cash Flows for the Fiscal Years Ended
February 2, 2002, February 3, 2001, and January 29, 2000.
Notes to Consolidated Financial Statements.
Report of Independent Public Accountants.
2. Financial Statement Schedule:
The following consolidated financial statement schedule of
Books-A-Million, Inc. is attached hereto:
Schedule 2 Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are not applicable, and therefore
have been omitted.
7
<PAGE>
3. Exhibits
<TABLE>
<CAPTION>
Exhibit Number
- --------------
<S> <C>
3.1 -- Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Registration
Statement on Form S-1, File No. 33-52256, originally filed September 21, 1992).
3.2 -- Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to Registration Statement on
Form S-1, File No. 33-52256, originally filed September 21, 1992).
4.1 -- See Exhibits 3.1 and 3.2 hereto incorporated herein by reference to the Exhibits of the same number
to Registration Statement on Form S-1, File No. 33-52256, originally filed September 21,
1992.
10.1 -- Lease Agreement between First National Bank of Florence, Alabama, as Trustee, and Bookland Stores, Inc.
(which is a predecessor of the Registrant), an Alabama corporation, dated January 30, 1991
(incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-1, File No.
33-52256, originally filed September 21, 1992).
10.2 -- Amended and Restated Stock Option Plan (incorporated by reference to Exhibit 10.2 to Annual Report on
Form 10-K for the fiscal year ended January 30, 1999, File No. 0-20664, filed on April 30,
1999).
10.3 -- Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.7 to Registration Statement on
Form S-1, File No. 33-52256, originally filed September 21, 1992).
10.4 -- Amendment to Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to Annual Report
on Form 10-K for the fiscal year ended January 29, 1994, File No. 0-20664, filed on April 29,
1994).
10.5 -- 1999 Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to
Annual Report on Form 10-K for the fiscal year ended January 29, 2000, File No. 0-20664,
filed on April 28, 2000).
10.6 -- 401(k) Plan (together with related documents) (incorporated by reference to Exhibit 10.9 to
Registration Statement on Form S-1, File No. 33-52256, originally filed September 21, 1992).
10.7 -- Shareholders Agreement dated as of September 1, 1992 (incorporated by reference to Exhibit 10.9 to
Annual Report on Form 10-K for the fiscal year ended January 31, 1993, File No. 0-20664,
filed May 3, 1993).
10.8 -- Executive Incentive Plan (incorporated by reference to Exhibit 10.8 to Annual Report on Form 10-K for
the fiscal year ended January 28, 1995, File No. 0-20664, filed April 28, 1995).
10.9 -- Short-Term Credit Agreement dated as of October 27, 1995, between the Company and AmSouth Bank, N.A.
(incorporated by reference to Exhibit 10.6 to Annual Report on Form 10-K for the fiscal year
ended February 3, 1996, File No. 0-20664, filed May 3, 1996).
10.10 -- Revolving Loan Agreement dated as of October 27, 1995 between the Company and AmSouth Bank, N.A.
(incorporated by reference to Exhibit 10.10 to Annual Report on Form 10-K for the fiscal year
ended February 3, 1996, File 0-20664, filed May 3, 1996).
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
10.11 -- First amendment to Short-Term Credit Agreement, dated as of November 1, 1996 between the Company and
AmSouth Bank, N.A. (incorporated by reference to Exhibit 10.11 to Annual Report on Form 10-K
for the fiscal year ended February 1, 1997, File 0-20664, filed May 2, 1997).
10.12 -- First amendment to Revolving Loan Agreement dated June 4, 1997 between the Company and AmSouth Bank of
Alabama, SunTrust Bank, Atlanta and NationsBank, N.A. and Master Assignment and Acceptance
Agreement dated November 7, 1997 between AmSouth Bank, NationsBank, N.A., SunTrust Bank,
Atlanta and SouthTrust Bank, N.A. (incorporated by reference to Exhibit 10.11 to Annual
Report on Form 10-K for the fiscal year ended January 31, 1998, File 0-20664, filed May 1,
1998).
10.13 -- Second amendment to Short-Term Credit Agreement, dated June 4, 1997 between the Company and AmSouth
Bank of Alabama (incorporated by reference to Exhibit 10.12 to Annual Report on Form 10-K for
the fiscal year ended January 31, 1998, File 0-20664, filed May 1, 1998).
10.14 -- Second amendment to Revolving Loan Agreement dated June 19, 1998 between the Company and AmSouth Bank
of Alabama, SunTrust Bank, Atlanta, NationsBank, N.A. and SouthTrust Bank, National
Association and Master Assignment and Acceptance Agreement dated November 7, 1997 between
AmSouth Bank, NationsBank, N.A., SunTrust Bank, Atlanta and SouthTrust Bank, N. A.
(incorporated by reference to Exhibit 10.14 to Annual Report on Form 10-K for the fiscal year
ended January 30, 1999, File No. 0-20664, filed on April 30, 1999).
10.15 -- Third amendment to Short-Term Credit Agreement, dated June 3, 1998 between the Company and AmSouth
Bank of Alabama (incorporated by reference to Exhibit 10.15 to Annual Report on Form 10-K for
the fiscal year ended January 30, 1999, File No. 0-20664, filed on April 30, 1999).
10.16 -- Third amendment to Revolving Loan Agreement dated June 18, 1999 between the Company and AmSouth Bank
of Alabama, SunTrust Bank, Atlanta, NationsBank, N.A. and SouthTrust Bank, National
Association and Master Assignment and Acceptance Agreement dated November 7, 1997 between
AmSouth Bank, NationsBank, N.A., SunTrust Bank, Atlanta and SouthTrust Bank, N. A.
(incorporated by reference to Exhibit 10.16 to Annual Report on Form 10-K for the fiscal year
ended January 29, 2000, File No. 0-20664, filed on April 28, 2000).
10.17 -- Fourth amendment to Short-Term Credit Agreement, dated September 25, 2000 between the Company and
AmSouth Bank (incorporated by reference to Exhibit 10.17 to Annual Report on Form 10-K for
the fiscal year ended February 3, 2001, File No. 0-20664, filed on May 4, 2001).
10.18 -- Fourth amendment to Revolving Loan Agreement dated September 25, 2000 between the Company and AmSouth
Bank, SunTrust Bank, Atlanta, NationsBank, N.A. and SouthTrust Bank, N.A. (incorporated by
reference to Exhibit 10.18 to Annual Report on Form 10-K for the fiscal year ended February
3, 2001, File No. 0-20664, filed on May 4, 2001).
10.19 -- Stock Option Plans for Booksamillion.com, American Internet Service, Inc., Netcentral, Inc. and
Faithpoint, Inc. (incorporated by reference to Exhibit 10.19 to Annual Report on Form 10-K
for the fiscal year ended February 3, 2001, File No. 0-20664, filed on May 4, 2001).
13 -- Portions of the Annual Report to Stockholders for the year ended February 2, 2002 that are expressly
incorporated by reference into Part II of this Report.
16 -- Letter from Arthur Andersen LLP to the Securities and Exchange Commission dated May 3, 2002.
21 -- Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to Annual Report on
Form 10-K for the fiscal year ended February 3, 2001, File No. 0-20664, filed on May 4, 2001).
23 -- Consent of Independent Public Accountants to the incorporation of their report on the Company's
consolidated financial statements for the fiscal year ended February 2, 2002, into the
Registration Statements on Form S-8. (File Nos. 33-72812 and 33-86980).
99 -- Letter from Books-A-Million, Inc. to the Securities and Exchange Commission dated April 19, 2002.
</TABLE>
9
<PAGE>
(b) Reports on Form 8-K
Incorporated herein by reference.
(c) See Item 14(a)(3), the Exhibit Index and the Exhibits attached hereto.
(d) See Item 14(a)(2).
10
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
BOOKS-A-MILLION, INC.
by: /s/ Clyde B. Anderson
---------------------------------------------------
Clyde B. Anderson
Chairman of the Board and Chief Executive Officer
Date: April 29, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
PRINCIPAL EXECUTIVE OFFICER:
/s/ Clyde B. Anderson
- --------------------------------------------------
Clyde B. Anderson
Chairman of the Board and Chief Executive Officer
Date: April 29, 2002
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ Richard S. Wallington
- --------------------------------------------------
Richard S. Wallington
Chief Financial Officer
Date: April 29, 2002
DIRECTORS:
/s/ Clyde B. Anderson
- --------------------------------------------------
Clyde B. Anderson
Date: April 29, 2002
/s/ Charles C. Anderson
- --------------------------------------------------
Charles C. Anderson
Date: April 29, 2002
<PAGE>
DIRECTORS:
/s/ Ronald G. Bruno
- --------------------------------------------------
Ronald G. Bruno
Date: April 29, 2002
/s/ J. Barry Mason
- --------------------------------------------------
J. Barry Mason
Date: April 29, 2002
/s/ Terry C. Anderson
- --------------------------------------------------
Terry C. Anderson
Date: April 29, 2002
/s/ William H. Rogers, Jr.
- --------------------------------------------------
William H. Rogers, Jr.
Date: April 29, 2002
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Books-A-Million, Inc.:
We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements of BOOKS-A-MILLION, INC. (A
Delaware corporation) AND ITS SUBSIDIARIES incorporated by reference in this
Form 10-K and have issued our report thereon dated March 19, 2002. Our audit was
made for the purpose of forming an opinion on the basic financial statements
taken as a whole. The schedule listed in the accompanying index is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Birmingham, Alabama
March 19, 2002
S-1
<PAGE>
SCHEDULE 2.
BOOKS-A-MILLION, INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JANUARY 29, 2000, FEBRUARY 3, 2001 AND FEBRUARY 2, 2002
<TABLE>
<CAPTION>
CHARGED/
BALANCE AT (CREDITED) (DEDUCTIONS)/
BEGINNING TO COSTS RECOVERIES BALANCE AT
OF YEAR AND EXPENSES NET END OF YEAR
---------- ------------ ------------- -----------
<S> <C> <C> <C> <C>
FOR THE YEAR ENDED JANUARY 29, 2000:
Allowance for doubtful accounts $ 938,623 $898,830 $(348,556) $1,488,897
FOR THE YEAR ENDED FEBRUARY 3, 2001:
Allowance for doubtful accounts $1,488,897 $218,044 $(920,060) $ 786,881
FOR THE YEAR ENDED FEBRUARY 2, 2002:
Allowance for doubtful accounts $ 786,881 $567,913 $(569,902) $ 784,892
</TABLE>
S-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number
- --------------
<S> <C>
3.1 -- Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Registration
Statement on Form S-1, File No. 33-52256, originally filed September 21, 1992).
3.2 -- Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to Registration Statement on
Form S-1, File No. 33-52256, originally filed September 21, 1992).
4.1 -- See Exhibits 3.1 and 3.2 hereto incorporated herein by reference to the Exhibits of the same number
to Registration Statement on Form S-1, File No. 33-52256, originally filed September 21,
1992.
10.1 -- Lease Agreement between First National Bank of Florence, Alabama, as Trustee, and Bookland Stores, Inc.
(which is a predecessor of the Registrant), an Alabama corporation, dated January 30, 1991
(incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-1, File No.
33-52256, originally filed September 21, 1992).
10.2 -- Amended and Restated Stock Option Plan (incorporated by reference to Exhibit 10.2 to Annual Report on
Form 10-K for the fiscal year ended January 30, 1999, File No. 0-20664, filed on April 30,
1999).
10.3 -- Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.7 to Registration Statement on
Form S-1, File No. 33-52256, originally filed September 21, 1992).
10.4 -- Amendment to Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to Annual Report
on Form 10-K for the fiscal year ended January 29, 1994, File No. 0-20664, filed on April 29,
1994).
10.5 -- 1999 Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to
Annual Report on Form 10-K for the fiscal year ended January 29, 2000, File No. 0-20664,
filed on April 28, 2000).
10.6 -- 401(k) Plan (together with related documents) (incorporated by reference to Exhibit 10.9 to
Registration Statement on Form S-1, File No. 33-52256, originally filed September 21, 1992).
10.7 -- Shareholders Agreement dated as of September 1, 1992 (incorporated by reference to Exhibit 10.9 to
Annual Report on Form 10-K for the fiscal year ended January 31, 1993, File No. 0-20664,
filed May 3, 1993).
10.8 -- Executive Incentive Plan (incorporated by reference to Exhibit 10.8 to Annual Report on Form 10-K for
the fiscal year ended January 28, 1995, File No. 0-20664, filed April 28, 1995).
10.9 -- Short-Term Credit Agreement dated as of October 27, 1995, between the Company and AmSouth Bank, N.A.
(incorporated by reference to Exhibit 10.6 to Annual Report on Form 10-K for the fiscal year
ended February 3, 1996, File No. 0-20664, filed May 3, 1996).
10.10 -- Revolving Loan Agreement dated as of October 27, 1995 between the Company and AmSouth Bank, N.A.
(incorporated by reference to Exhibit 10.10 to Annual Report on Form 10-K for the fiscal year
ended February 3, 1996, File 0-20664, filed May 3, 1996).
10.11 -- First amendment to Short-Term Credit Agreement, dated as of November 1, 1996 between the Company and
AmSouth Bank, N.A. (incorporated by reference to Exhibit 10.11 to Annual Report on Form 10-K
for the fiscal year ended February 1, 1997, File 0-20664, filed May 2, 1997).
10.12 -- First amendment to Revolving Loan Agreement dated June 4, 1997 between the Company and AmSouth Bank of
Alabama, SunTrust Bank, Atlanta and NationsBank, N.A. and Master Assignment and Acceptance
Agreement dated November 7, 1997 between AmSouth Bank, NationsBank, N.A., SunTrust Bank,
Atlanta and SouthTrust Bank, N.A. (incorporated by reference to Exhibit 10.11 to Annual
Report on Form 10-K for the fiscal year ended January 31, 1998, File 0-20664, filed May 1,
1998).
10.13 -- Second amendment to Short-Term Credit Agreement, dated June 4, 1997 between the Company and AmSouth
Bank of Alabama (incorporated by reference to Exhibit 10.12 to Annual Report on Form 10-K for
the fiscal year ended January 31, 1998, File 0-20664, filed May 1, 1998).
10.14 -- Second amendment to Revolving Loan Agreement dated June 19, 1998 between the Company and AmSouth Bank
of Alabama, SunTrust Bank, Atlanta, NationsBank, N.A. and SouthTrust Bank, National
Association and Master Assignment and Acceptance Agreement dated November 7, 1997 between
AmSouth Bank, NationsBank, N.A., SunTrust Bank, Atlanta and SouthTrust Bank, N.A.
(incorporated by reference to Exhibit 10.14 to Annual Report on Form 10-K for the fiscal year
ended January 30, 1999, File No. 0-20664, filed on April 30, 1999).
10.15 -- Third amendment to Short-Term Credit Agreement, dated June 3, 1998 between the Company and AmSouth
Bank of Alabama (incorporated by reference to Exhibit 10.15 to Annual Report on Form 10-K for
the fiscal year ended January 30, 1999, File No. 0-20664, filed on April 30, 1999).
10.16 -- Third amendment to Revolving Loan Agreement dated June 18, 1999 between the Company and AmSouth Bank
of Alabama, SunTrust Bank, Atlanta, NationsBank, N.A. and SouthTrust Bank, National
Association and Master Assignment and Acceptance Agreement dated November 7, 1997 between
AmSouth Bank, NationsBank, N.A., SunTrust Bank, Atlanta and SouthTrust Bank, N.A.
(incorporated by reference to Exhibit 10.16 to Annual Report on Form 10-K for the fiscal year
ended January 29, 2000, File No. 0-20664, filed on April 28, 2000).
</TABLE>
<PAGE>
<TABLE>
<S> <C>
10.17 -- Fourth amendment to Short-Term Credit Agreement, dated September 25, 2000 between the Company and
AmSouth Bank (incorporated by reference to Exhibit 10.17 to Annual Report on Form 10-K for
the fiscal year ended February 3, 2001, File No. 0-20664, filed on May 4, 2001).
10.18 -- Fourth amendment to Revolving Loan Agreement dated September 25, 2000 between the Company and AmSouth
Bank, SunTrust Bank, Atlanta, NationsBank, N.A. and SouthTrust Bank,N.A. (incorporated by
reference to Exhibit 10.18 to Annual Report on Form 10-K for the fiscal year ended February
3, 2001, File No. 0-20664, filed on May 4, 2001).
10.19 -- Stock Option Plans for Booksamillion.com, American Internet Service, Inc., Netcentral, Inc. and
Faithpoint, Inc. (incorporated by reference to Exhibit 10.19 to Annual Report on Form 10-K
for the fiscal year ended February 3, 2001, File No. 0-20664, filed on May 4, 2001).
13 -- Portions of the Annual Report to Stockholders for the year ended February 2, 2002 that are expressly
incorporated by reference into Part II of this Report.
16 -- Letter from Arthur Andersen LLP to the Securities and Exchange Commission dated May 3, 2002.
21 -- Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to Annual Report on
Form 10-K for the fiscal year ended February 3, 2001, File No 0-20664, filed on May 4, 2001).
23 -- Consent of Independent Public Accountants to the incorporation of their report on the Company's
consolidated financial statements for the fiscal year ended February 2, 2002, into the
Registration Statements on Form S-8. (File Nos. 33-72812 and 33-86980).
99 -- Letter from Books-A-Million, Inc. to the Securities and Exchange Commission dated April 19, 2002.
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>3
<FILENAME>g75948ex13.txt
<DESCRIPTION>PORTIONS OF THE ANNUAL REPORT
<TEXT>
<PAGE>
[PHOTOS]
<PAGE>
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
FIVE-YEAR HIGHLIGHTS
For the Fiscal Year Ended
<TABLE>
<CAPTION>
(In thousands, except per share amounts) 2/2/02 2/3/01 1/29/00 1/30/99 1/31/98
- -----------------------------------------------------------------------------------------------------------------------
52 Weeks 53 Weeks 52 Weeks 52 Weeks 52 Weeks
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA
Net sales $ 442,886 $ 418,606 $ 404,057 $ 347,877 $ 324,762
Net income 3,985 3,066 5,942 4,514 6,969
Earnings per share - diluted 0.24 0.17 0.33 0.26 0.40
Weighted average shares - diluted (000s) 16,945 17,991 18,250 17,554 17,428
EBITDA 26,432 24,542 27,624 24,69 27,160
Capital investment 11,709 12,417 13,462 15,682 14,355
BALANCE SHEET DATA
Working capital $ 104,687 $ 104,124 $ 93,872 $ 84,022 $ 82,771
Property and equipment, net 56,716 60,659 64,232 67,377 65,814
Total assets 295,645 292,541 286,785 271,551 245,816
Long-term debt 38,846 41,526 35,936 36,944 45,240
Debt to total capital ratio 0.24 0.25 0.23 0.24 0.30
Stockholders' investment 122,375 123,230 121,405 115,022 103,485
OPERATIONAL DATA
Total number of stores 204 185 180 173 165
Number of Books-A-Million superstores 157 145 135 124 107
Number of Bookland stores 40 37 43 47 57
Number of Joe Muggs newsstands 7 3 2 2 1
</TABLE>
1
<PAGE>
LETTER TO STOCKHOLDERS:
The fiscal year 2002 will forever be remembered for the impact on all of our
lives of the events of September 11, 2001. The Company's response to the tragedy
was first to take care of those in our family of associates touched by the
terrorist attacks and then to meet the needs of our customers for information
about their impact. These events touched all of our business units as we sought
to adjust to new realities, the country at war and a holiday subdued by
sadness and recovery. Like all Americans, our associates did their best to
respond with firm resolve and renewed focus. In short, we got back to work.
The past year brought notable progress for our business in a number of key
areas. Our book business was strong and we moved aggressively to build on this
trend. We expanded the number of titles in our stores while improving margins
and reducing our inventories. Our investment in systems enhancements paid off
through improved inventory management.
As our nation recovered, we saw excellent sales in a number of book categories.
Many books related to world events, terrorism and Muslim culture became
bestsellers. The entertainment category rebounded quickly, and sales of movie
tie-in titles like the Lord Of The Rings trilogy and A Beautiful Mind were
strong. Children's books had performed well all year, and we added thousands of
titles to our assortment to reinforce this trend.
The results were particularly gratifying as we continued to cycle tough
comparable store sales in the collector's category and to overcome the impact of
removing music from most of our stores. We believe that the improving book
business, coupled with the reduced dependence on low-margin categories, will
generate the kind of margin improvement that we experienced in fiscal 2002.
We have an ambitious store remodeling program planned for the new year along
with a plan to improve the productivity of many of our Books-A-Million stores.
The new look is focused on books first. It is designed to showcase our expanded
title selection while adjusting our space commitments to a variety of
categories. We believe our new layout creates a more pleasing shopping
environment, and the results from the stores we have remodeled thus far tell us
our customers agree.
Our other business units, e-commerce, wholesale and the Joe Muggs Newsstands,
also made progress in the past year. We saw substantial efficiency improvements
at American Wholesale Book Company. Our NetCentral development group contributed
to this effort with
2
<PAGE>
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
significant systems enhancements for our direct-to-consumer fulfillment
operation. Booksamillion.com, operating in a tough competitive environment, saw
continued sales growth and improving margins. The Newsstands now number seven
stores with expansion in Atlanta, Georgia, and Birmingham, Alabama.
As we move into the new year, we are energized by the progress we have made, and
we are committed to the disciplined pursuit of sales and profitability growth.
Thank you for your continued interest and support. We hope you will visit one of
our stores soon or will shop with us online at Booksamillion.com.
Sincerely,
/s/ Clyde B. Anderson
Clyde B. Anderson
Chairman and Chief Executive Officer
Financial Highlights
<TABLE>
<CAPTION>
Fiscal Year Ended
(In thousands, except per share amounts) 2/2/02 2/3/01
- -------------------------------------------------------------------------
<S> <C> <C>
Net sales $442,886 $418,606
EBITDA 26,432 24,542
Operating profit 10,857 9,749
Net income 3,985 3,066
Net income per share - diluted 0.24 0.17
<CAPTION>
As of
(In thousands) 2/2/02 2/3/01
- -------------------------------------------------------------------------
<S> <C> <C>
Working capital $104,687 $104,124
Total assets 295,645 292,541
Stockholders' investment 122,375 123,230
</TABLE>
3
<PAGE>
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
Fiscal Year Ended
(In thousands, except per share data) 2/2/02 2/3/01 1/29/00 1/30/99 1/31/98
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales $ 442,886 $ 418,606 $ 404,057 $ 347,877 $ 324,762
Cost of products sold 324,655 309,397 296,316 256,793 238,342
--------------------------------------------------------------------------
Gross profit 118,231 109,209 107,741 91,084 86,420
Operating, selling and
administrative expenses 91,799 84,667 80,117 66,394 59,260
Depreciation and amortization 15,575 14,793 13,830 12,974 11,588
--------------------------------------------------------------------------
Operating profit 10,857 9,749 13,794 11,716 15,572
Interest expense, net 4,429 4,804 4,211 4,435 4,331
--------------------------------------------------------------------------
Income before income taxes 6,428 4,945 9,583 7,281 11,241
Provision for income taxes 2,443 1,879 3,641 2,767 4,272
--------------------------------------------------------------------------
Net income $ 3,985 $ 3,066 $ 5,942 $ 4,514 $ 6,969
==========================================================================
Weighted average number of
shares outstanding - basic 16,667 17,955 17,981 17,497 17,425
==========================================================================
Net income per share - basic $ 0.24 $ 0.17 $ 0.33 $ 0.26 $ 0.40
==========================================================================
Weighted average number of
shares outstanding - diluted 16,945 17,991 18,250 17,554 17,428
==========================================================================
Net income per share - diluted $ 0.24 $ 0.17 $ 0.33 $ 0.26 $ 0.40
==========================================================================
<CAPTION>
As of
(In thousands) 2/2/02 2/3/01 1/29/00 1/30/99 1/31/98
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital $ 104,687 $ 104,124 $ 93,872 $ 84,022 $ 82,771
Property and equipment, net 56,716 60,659 64,232 67,377 65,814
Total assets 295,645 292,541 286,785 271,551 245,816
Long-term debt 38,846 41,526 35,936 36,944 45,240
Stockholders' investment 122,375 123,230 121,405 115,022 103,485
</TABLE>
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This document contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, that involve a number of
risks and uncertainties. A number of factors could cause actual results,
performance, achievements of the Company, or industry results to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. These factors include, but are not
limited to, the competitive environment in the book retail industry in general
and in the Company's specific market areas; inflation; economic conditions in
general and in the Company's specific market areas; the number of store openings
and closings; the profitability of certain product lines; capital expenditures
and future liquidity; liability and other claims asserted against the Company;
uncertainties related to the Internet and the Company's Internet operations; and
other factors referenced herein. In addition, such forward-looking statements
are necessarily dependent upon assumptions, estimates and dates that may be
incorrect or imprecise and involve known and unknown risks, uncertainties and
other factors. Accordingly, any forward-looking statements included herein do
not purport to be predictions of future events or circumstances and may not be
realized. Given these uncertainties, stockholders and prospective investors are
cautioned not to place undue reliance on such forward-looking statements. The
Company disclaims any obligation to update any such factors or to publicly
announce the results of any of the forward-looking statements contained herein
to reflect future events or developments.
4
<PAGE>
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION & RESULTS OF OPERATIONS
GENERAL
The Company was founded in 1917 and currently operates 204 retail bookstores,
including 157 superstores, concentrated in the southeastern United States.
The Company's growth strategy is focused on opening superstores in new and
existing market areas, particularly in the Southeast. In addition to opening new
stores, management intends to continue its practice of reviewing the
profitability trends and prospects of existing stores and closing or relocating
underperforming stores or converting stores to different formats.
CRITICAL ACCOUNTING POLICIES
INVENTORIES
Cost is assigned to store and warehouse inventories using the retail inventory
method. The valuation of store and warehouse inventories is determined by
applying a calculated cost-to-retail ratio to the retail value of inventories.
The retail method is an averaging method that is widely used within the retail
industry. Such valuations require certain significant management estimates and
judgments involving markdowns and shrinkage of inventories. These practices
affect ending inventories at cost as well as the resulting gross margins and
inventory turnover ratios.
Physical inventories are taken throughout the course of the fiscal period. Store
inventory counts are performed by an independent inventory service while
warehouse inventory counts are performed internally. All physical inventory
counts are taken and reconciled to the general ledger. The Company's accrual for
inventory shortages is based upon historical inventory shortage results that are
subject to certain estimates and averages.
ACCRUED EXPENSES
On a monthly basis, certain material expenses are estimated and accrued to
properly record those expenses in the period incurred. Such estimates are made
for payroll and employee benefits costs, occupancy costs and advertising
expenses among other items. These estimates are made based upon current and
historical results. Differences in management's estimates and assumptions could
result in accruals that are materially different from the actual result.
RESULTS OF OPERATIONS
The following table sets forth statement of operations data expressed as a
percentage of net sales for the periods presented.
<TABLE>
<CAPTION>
Fiscal Year Ended
2/2/02 2/3/01 1/29/00
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales 100.0% 100.0% 100.0%
Gross profit 26.7% 26.1% 26.6%
Operating, selling, and administrative expenses 20.7% 20.2% 19.8%
Depreciation and amortization 3.5% 3.5% 3.4%
Operating profit 2.5% 2.4% 3.4%
Interest expense, net 1.0% 1.2% 1.0%
Income before income taxes 1.5% 1.2% 2.4%
Provision for income taxes 0.6% 0.5% 0.9%
Net income 0.9% 0.7% 1.5%
</TABLE>
FISCAL 2002 COMPARED TO FISCAL 2001
Net sales increased $24.3 million, or 5.8%, to $442.9 million in fiscal 2002
from $418.6 million in fiscal 2001. Comparable store sales decreased 2.8% when
compared to the same 52-week period last year. Excluding the effects of
collectibles, comparable store sales increased 0.3% for the period. The increase
in net sales resulted from net sales generated by 18 stores acquired from Crown
Books Corporation in March 2001 combined with seven new stores opened during
fiscal 2002. In addition, the Company closed six underperforming stores in
fiscal 2002.
The factors affecting the future trend of comparable store sales include, among
others, overall demand for products the Company sells, the Company's marketing
programs, pricing strategies, store operations and competition.
5
<PAGE>
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION & RESULTS OF OPERATIONS
Gross profit increased $9.0 million, or 8.3%, to $118.2 million in fiscal 2002
from $109.2 million in fiscal 2001. Gross profit as a percentage of net sales
increased to 26.7% in fiscal 2002 from 26.1% in fiscal 2001, primarily due to
improved sales mix and less promotional activity, combined with improved
inventory management.
Operating, selling and administrative expenses increased $7.1 million, or 8.4%,
to $91.8 million in fiscal 2002, from $84.7 million in fiscal 2001. Operating,
selling and administrative expenses as a percentage of net sales increased to
20.7% in fiscal 2002 from 20.2% in fiscal 2001, primarily due to the lower
comparable store sales for fiscal 2002.
Depreciation and amortization increased $0.8 million, or 5.3% to $15.6 million
in fiscal 2002 from $14.8 million in fiscal 2001. Depreciation and amortization
as a percentage of net sales was even with last year at 3.5%.
Net interest expense decreased $0.4 million, or 7.8%, to $4.4 million in fiscal
2002 from $4.8 million in fiscal 2001, primarily due to lower average interest
rates during fiscal 2002.
FISCAL 2001 COMPARED TO FISCAL 2000
Net sales increased $14.5 million, or 3.6%, to $418.6 million in fiscal 2001
from $404.1 million in fiscal 2000. Comparable store sales decreased 2.9% for
fiscal year 2001. The increase in net sales resulted from net sales generated by
twelve new stores opened during fiscal 2001, and five new stores opened in the
second half of fiscal 2000. In addition, the Company closed seven
underperforming stores in fiscal 2001.
The factors affecting the future trend of comparable store sales include, among
others, overall demand for products the Company sells, the Company's marketing
programs, pricing strategies, store operations and competition.
Gross profit increased $1.5 million, or 1.4%, to $109.2 million in fiscal 2001
from $107.7 million in fiscal 2000. Gross profit as a percentage of net sales
decreased to 26.1% in fiscal 2001 from 26.6% in fiscal 2000, primarily due to
increased occupancy costs and higher warehouse distribution costs as a
percentage of net sales.
Operating, selling and administrative expenses increased $4.6 million, or 5.7%,
to $84.7 million in fiscal 2001, from $80.1 million in fiscal 2000. Operating,
selling and administrative expenses as a percentage of net sales increased to
20.2% in fiscal 2001 from 19.8% in fiscal 2000, primarily due to the lower
comparable store sales for fiscal 2001.
Depreciation and amortization increased $1.0 million, or 7.0%, to $14.8 million
in fiscal 2001 from $13.8 million in fiscal 2000. Depreciation and amortization
as a percentage of net sales increased to 3.5% in fiscal 2001 from 3.4% in
fiscal 2000, primarily due to increased investment in information systems
technology.
Net interest expense increased $0.6 million, or 14.1%, to $4.8 million in fiscal
2001 from $4.2 million in fiscal 2000, primarily due to increased average
borrowings during fiscal 2001.
SEASONALITY AND QUARTERLY RESULTS
Similar to many retailers, the Company's business is seasonal, with its highest
retail sales, gross profit and net income historically occurring in the fourth
fiscal quarter. This seasonal pattern reflects the increased demand for books
and gifts experienced during the year-end holiday selling season. Working
capital requirements are generally highest during the third fiscal quarter and
the early part of the fourth fiscal quarter due to the seasonality of the
Company's business.
In addition, the Company's results of operations may fluctuate from quarter to
quarter as a result of the amount and timing of sales and profits contributed by
new stores as well as other factors. New stores require the Company to incur
pre-opening expenses and often require several months of operation before
generating acceptable sales volumes. Accordingly, the addition of a large number
of new stores in a particular quarter could adversely affect the Company's
results of operations for that quarter.
6
<PAGE>
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION & RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company has a revolving credit facility that allows borrowings up to $90.0
million, for which no principal repayments are due until the facility expires on
June 18, 2003, and an unsecured working capital line of credit for $15.0
million, which is subject to annual renewal. The Company is currently
negotiating to renew its credit facilities until fiscal year 2006. The new
facility should be completed by the second quarter of fiscal 2003. As of
February 2, 2002, $31.1 million was outstanding under these facilities combined.
Additionally, as of February 2, 2002, the Company has outstanding borrowings
associated with the issuance of an industrial revenue bond totaling $7.5
million.
The Company's capital expenditures totaled $11.7 million in fiscal 2002. These
expenditures were primarily used for new store openings, renovation and
improvements to existing stores, warehouse distribution purposes, and investment
in management information systems. During March 2001, the Company acquired
inventory and lease rights of 18 retail stores from Crown Books Corporation for
$6.5 million. The stores are located in the Chicago, Illinois and Washington,
D.C. metropolitan areas. The results of operations for these stores were
reflected in the consolidated financial statements beginning in March 2001.
Management estimates that capital expenditures for fiscal 2003 will be
approximately $18.3 million and that such amounts will be used primarily for new
stores, renovation and improvements to existing stores, and investments in
management information systems. Management believes that existing cash balances
and net cash from operating activities, together with borrowings under the
Company's credit facilities, will be adequate to finance the Company's planned
capital expenditures and to meet the Company's working capital requirements for
fiscal 2003.
The following table lists the aggregate maturities of various classes of
obligations and expiration amounts of various classes of commitments related to
Books-A-Million, Inc. at February 2, 2002 (in thousands):
<TABLE>
<CAPTION>
Payments Due Under Contractual Obligations
------------------------------------------------------------------------------
Total FY 2003 FY 2004 FY 2005 FY 2006 FY 2007
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Notes payable $ 699 $ 499 $ 200 $ 0 $ 0 $ 0
Long-term debt - working
capital line of credit 6,146 -- 6,146 -- -- --
Long-term debt - revolving
credit facility 25,000 -- 25,000 -- -- --
Long-term debt - industrial
revenue bond 7,500 -- -- 7,500 -- --
------------------------------------------------------------------------------
Subtotal of debt 39,345 499 31,346 7,500 0 0
Operating leases 117,056 29,492 26,354 23,953 21,246 16,011
------------------------------------------------------------------------------
Total of obligations $156,401 $ 29,991 $ 57,700 $ 31,453 $ 21,246 $ 16,011
==============================================================================
</TABLE>
RELATED PARTY ACTIVITIES
As discussed in Note 6 of Notes to Consolidated Financial Statements, the
Company conducts business with other entities in which certain officers,
directors and principal stockholders of the Company have controlling ownership
interests. The most significant related party transactions include inventory
purchases from, and sales to, related parties. Related party inventory purchases
decreased in fiscal 2002 due to lower music purchases. Related party sales
transactions decreased in fiscal 2002 due to lower sales of bargain books.
Management believes the terms of these related party transactions are
substantially equivalent to those available from unrelated parties and,
therefore, have no significant impact on gross profit.
FINANCIAL POSITION
During fiscal 2002, the Company acquired 18 stores from Crown Books Corporation
and opened seven new stores. The store openings resulted in increased inventory
balances at February 2, 2002, as compared to February 3, 2001. However, average
inventory balances per store decreased in fiscal 2002 due to strong inventory
control. Reduced capital expenditures, as compared to fiscal 2001, and the
closing of six stores during fiscal 2002 resulted in lower net property and
equipment balances at February 2, 2002, as compared to February 3, 2001.
7
<PAGE>
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
As Of
(In thousands) 2/2/02 2/3/01
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and temporary cash investments $ 5,539 $ 5,282
Accounts receivable, net of allowance for doubtful accounts of
$785 and $787, respectively 8,937 8,417
Related party receivables 967 2,358
Inventories 210,853 205,986
Prepayments and other 5,680 4,521
Deferred income taxes 5,093 3,791
---------------------------
Total Current Assets 237,069 230,355
---------------------------
PROPERTY AND EQUIPMENT:
Land 628 628
Buildings 6,106 5,986
Equipment 54,119 48,252
Furniture and fixtures 40,394 38,350
Leasehold improvements 43,213 41,562
Construction in process 968 123
---------------------------
Gross property and equipment 145,428 134,901
Less accumulated depreciation and amortization 88,712 74,242
---------------------------
Net Property and Equipment 56,716 60,659
---------------------------
OTHER ASSETS:
Goodwill, net 1,368 1,410
Other 492 117
---------------------------
Total Other Assets 1,860 1,527
---------------------------
TOTAL ASSETS $ 295,645 $ 292,541
===========================
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable:
Trade $ 98,747 $ 95,006
Related party 5,661 7,504
Accrued income taxes 2,674 650
Accrued expenses 24,801 22,611
Current portion of long-term debt 499 460
---------------------------
Total Current Liabilities 132,382 126,231
---------------------------
LONG-TERM DEBT 38,846 41,526
---------------------------
DEFERRED INCOME TAXES 2,042 1,554
---------------------------
COMMITMENTS AND CONTINGENCIES -- --
---------------------------
STOCKHOLDERS' INVESTMENT:
Preferred stock, $.01 par value; 1,000,000 shares authorized, no shares outstanding -- --
Common stock, $.01 par value; 30,000,000 shares authorized, 18,138,963 and 18,092,001
shares issued at February 2, 2002 and February 3, 2001, respectively 181 181
Additional paid-in capital 70,719 70,634
Treasury stock at cost (2,010,050 shares at February 2, 2002 and
597,600 shares at February 3, 2001) (5,271) (1,563)
Accumulated other comprehensive loss, net of tax (1,217) --
Retained earnings 57,963 53,978
---------------------------
Total Stockholders' Investment 122,375 123,230
---------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $ 295,645 $ 292,541
===========================
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
8
<PAGE>
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Fiscal Year Ended
(In thousands, except per share data) 2/2/02 2/3/01 1/29/00
- -------------------------------------------------------------------------------------------------------
52 Weeks 53 Weeks 52 Weeks
<S> <C> <C> <C>
Net sales $ 442,886 $ 418,606 $ 404,057
Cost of products sold, including warehouse
distribution and store occupancy costs(1) 324,655 309,397 296,316
------------------------------------------
GROSS PROFIT 118,231 109,209 107,741
Operating, selling and administrative expenses 91,799 84,667 80,117
------------------------------------------
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION
AND AMORTIZATION 26,432 24,542 27,624
Depreciation and amortization 15,575 14,793 13,830
------------------------------------------
OPERATING PROFIT 10,857 9,749 13,794
Interest expense, net 4,429 4,804 4,211
------------------------------------------
Income before income taxes 6,428 4,945 9,583
Provision for income taxes 2,443 1,879 3,641
------------------------------------------
NET INCOME $ 3,985 $ 3,066 $ 5,942
==========================================
Weighted average number of shares outstanding - basic 16,667 17,955 17,981
------------------------------------------
NET INCOME PER SHARE - BASIC $ 0.24 $ 0.17 $ 0.33
==========================================
Weighted average number of shares outstanding - diluted 16,945 17,991 18,250
------------------------------------------
NET INCOME PER SHARE - DILUTED $ 0.24 $ 0.17 $ 0.33
==========================================
</TABLE>
(1) Inventory purchases from related parties were $31,058, $34,128 and
$34,548, respectively, for the periods presented above.
The accompanying notes are an integral part of these consolidated statements.
9
<PAGE>
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
<TABLE>
<CAPTION>
Accumulated
Common Stock Additional Treasury Stock Other Total
---------------- Paid-In --------------- Retained Comprehensive Stockholders'
(In thousands) Shares Amount Capital Shares Amount Earnings Income (Loss) Investment
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 30, 1999 18,017 $ 180 $ 70,124 82 $ (252) $ 44,970 $ 0 $ 115,022
Net income -- -- -- -- -- 5,942 -- 5,942
Issuance of stock for employee
stock purchase plan 16 -- 77 -- -- -- -- 77
Exercise of stock options 48 1 306 -- -- -- -- 307
Tax benefit from exercise
of stock options -- -- 57 -- -- -- -- 57
--------------------------------------------------------------------------------------
BALANCE, JANUARY 29, 2000 18,081 181 70,564 82 (252) 50,912 -- 121,405
Net income -- -- -- -- -- 3,066 -- 3,066
Purchase of treasury stock -- -- -- 516 (1,311) -- -- (1,311)
Issuance of stock for employee
stock purchase plan 11 -- 70 -- -- -- -- 70
--------------------------------------------------------------------------------------
BALANCE, FEBRUARY 3, 2001 18,092 181 70,634 598 (1,563) 53,978 -- 123,230
Net income -- -- -- -- -- 3,985 -- 3,985
Cumulative effect of accounting
change for derivative instruments -- -- -- -- -- -- (465) (465)
Unrealized loss on
derivative instruments -- -- -- -- -- -- (752) (752)
------------
Subtotal comprehensive income -- -- -- -- -- -- -- 2,768
------------
Purchase of treasury stock -- -- -- 1,412 (3,708) -- -- (3,708)
Issuance of stock for employee
stock purchase plan 46 -- 83 -- -- -- -- 83
Exercise of stock options 1 -- 2 -- -- -- -- 2
--------------------------------------------------------------------------------------
BALANCE, FEBRUARY 2, 2002 18,139 $ 181 $ 70,719 2,010 $ (5,271) $ 57,963 $ (1,217) $ 122,375
======================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
10
<PAGE>
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Fiscal Year Ended
(Dollars in thousands) 2/2/02 2/3/01 1/29/00
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,985 $ 3,066 $ 5,942
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 15,575 14,793 13,830
(Gain) loss on sale of property 342 1,237 1,156
Deferred income tax provision (credit), net (53) 440 (103)
(Increase) decrease in assets:
Accounts receivable (520) 364 3,501
Related party receivables 1,391 1,803 (163)
Inventories 1,047 (11,362) (19,413)
Prepayments and other (1,173) (1,171) (444)
Increase (decrease) in liabilities:
Accounts payable 1,898 (995) 2,315
Accrued income taxes 2,024 (1,442) 1,673
Accrued expenses 212 1,641 4,178
----------------------------------------
Total adjustments 20,743 5,308 6,530
----------------------------------------
Net cash provided by operating activities 24,728 8,374 12,472
----------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (11,709) (12,417) (13,462)
Acquisition of certain assets (6,532) -- --
Proceeds from sale of property and equipment 35 66 1,742
----------------------------------------
Net cash used in investing activities (18,206) (12,351) (11,720)
----------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options and
purchase of shares under employee stock purchase plan 85 70 384
Purchase of treasury stock (3,708) (1,311) --
Issuance of other debt -- -- 1,409
Repayments of other debt (449) (262) --
Borrowings under credit facilities 186,004 176,592 169,103
Repayments under credit facilities (188,197) (170,750) (171,050)
----------------------------------------
Net cash provided by (used in) financing activities (6,265) 4,339 (154)
----------------------------------------
NET INCREASE IN CASH AND TEMPORARY CASH INVESTMENTS 257 362 598
CASH AND TEMPORARY CASH INVESTMENTS AT BEGINNING OF YEAR 5,282 4,920 4,322
----------------------------------------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF YEAR $ 5,539 $ 5,282 $ 4,920
========================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 4,128 $ 4,904 $ 4,318
Income taxes, net of refunds $ 955 $ 2,881 $ 1,882
========================================
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
11
<PAGE>
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS
Books-A-Million, Inc. and its subsidiaries (the "Company") are principally
engaged in the sale of books, magazines and related items through a chain of
retail bookstores. The Company presently operates 204 bookstores in 18 states
and the District of Columbia, which are predominantly located in the
southeastern United States. The Company also serves as a wholesale book
distributor for certain other retailers and wholesalers and operates a retail
Internet website. The Company presently consists of Books-A-Million, Inc., and
its wholly owned subsidiaries, American Wholesale Book Company, Inc. ("American
Wholesale"), and American Internet Services, Inc. ("AIS"). All significant
intercompany balances and transactions have been eliminated in consolidation.
BASIS OF PRESENTATION
The Company operates on a 52-53 week year, with the fiscal year ending on the
Saturday closest to January 31. Fiscal years 2000 and 2002 were 52-week
periods. Fiscal year 2001 was a 53-week period.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
INVENTORIES
Inventories are valued at the lower of cost or market, using the retail method,
with cost determined on a first-in, first-out ("FIFO") basis and market based
on the lower of replacement cost or estimated realizable value. The Company
includes certain distribution and other expenses in its inventory costs.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost. Depreciation on equipment and
furniture and fixtures is provided on the straight-line method over the
estimated service lives, which range from three to seven years. Depreciation of
leasehold improvements is provided on the straight-line basis over the periods
of the applicable leases.
Maintenance and repairs are charged to expense as incurred. Costs of renewals
and betterments are capitalized by charges to property accounts and depreciated
using applicable annual rates. The cost and accumulated depreciation of assets
sold, retired or otherwise disposed of are removed from the accounts, and the
related gain or loss is credited or charged to income.
GOODWILL
The Company
continually evaluates whether events or circumstances have occurred that
indicate the remaining useful life of goodwill may warrant revision. The
Company's policy is to recognize any impairment as a charge to current net
income.
STORE OPENING COSTS
Non-capital expenditures incurred in preparation for opening new retail stores
are expensed as incurred.
INSURANCE ACCRUALS
The Company is subject to large deductibles under its workers' compensation
policy. Insurance coverage is maintained in amounts management considers
adequate. Amounts are accrued currently for the estimated cost of claims
incurred, both reported and unreported.
INCOME TAXES
The Company recognizes deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based on the differences between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse.
STATEMENTS OF CASH FLOWS
For purposes of the consolidated statements of cash flows, the Company
considers all short-term, highly liquid investments with original maturities of
90 days or less to be temporary cash investments.
12
<PAGE>
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
EARNINGS PER SHARE
Basic net income per share ("EPS") excludes dilution and is computed by
dividing income available to common shareholders by the weighted-average number
of common shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common
stock are exercised, converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the Company. Diluted EPS has
been computed based on the average number of shares outstanding including the
effect of outstanding stock options, if dilutive, in each respective year. A
reconciliation of the weighted average shares for basic and diluted EPS is as
follows:
<TABLE>
<CAPTION>
Fiscal Year Ended
(In thousands) 2/2/02 2/3/01 1/29/00
- --------------------------------------------------------------------------------------------------
<s> <C> <C> <C>
Weighted average shares outstanding:
Basic 16,667 17,955 17,981
Dilutive effect of stock options outstanding 278 36 269
---------------------------------------------
Diluted 16,945 17,991 18,250
=============================================
</TABLE>
Options outstanding of 1,773,000, 1,391,000 and 464,000 for the years ended
February 2, 2002, February 3, 2001 and January 29, 2000, respectively, were not
included in the table above as they were anti-dilutive.
DISCLOSURE OF FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosure About
Fair Value of Financial Instruments," requires all businesses to disclose the
fair value of financial instruments, both assets and liabilities recognized and
not recognized on the balance sheet, for which it is practicable to estimate
fair value. Based upon their remaining term to maturity and the current
interest rate environment, the estimated fair values of the Company's financial
instruments recognized on the balance sheet at February 2, 2002 and February 3,
2001 approximate their carrying values at those dates.
LEGAL
The Company is a party to various legal proceedings incidental to its business.
In the opinion of management, after consultation with legal counsel, the
ultimate liability, if any, with respect to those proceedings is not presently
expected to materially affect the financial position or results of operations
of the Company.
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," amended by
SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133," and SFAS No. 138,
"Accounting for Certain Derivatives and Certain Hedging Activities." SFAS No.
133 establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value. SFAS No. 133 requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. Special accounting for qualifying hedges
allows a derivative's gains and losses to offset related results on the hedged
item in the income statement, and requires that a company must formally
document, designate, and assess the effectiveness of transactions that receive
hedge accounting. The adoption of these statements may increase volatility of
earnings. The Company adopted these statements on February 4, 2001. The
adoption of these statements resulted in a cumulative after-tax increase to
other comprehensive loss, pertaining to prior years, of $465,000 and an
after-tax increase to other comprehensive loss, for the current year, of
$752,000, of which $69,000 reduced net income for the period ended February 2,
2002. The $2.0 million liability related to the derivatives is reflected in
Accrued Expenses, and the relative tax benefit of $761,000 is reflected in
Current Deferred Tax Assets in the accompanying condensed consolidated balance
sheet at February 2, 2002.
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets."
Business combinations initiated after June 30, 2001, must be accounted for
under the provisions of these two statements. The Company must also apply these
provisions to previously recorded business combinations as of January 1, 2002.
The principal provisions of SFAS No. 141 and SFAS No. 142 are as follows:
13
<PAGE>
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- - All business combinations initiated after June 30, 2001, will be
accounted for using the "purchase" method, under which the
identifiable assets and liabilities of the acquired business are
recorded at their respective fair market values with the residual
amount being recorded as goodwill. The "pooling-of-interests" method,
under which the financial statements of the acquirer and the acquiree
were combined as if the two businesses had always been one, will no
longer be used.
- - Goodwill and identifiable intangible assets will no longer be
amortized over a maximum period of forty years. Goodwill will not be
amortized but will instead be tested for impairment annually or upon
the occurrence of certain "triggering events". Identifiable intangible
assets will be amortized over their expected useful lives; those with
indefinite expected useful lives will not be amortized. Identifiable
intangible assets will continue to be tested for impairment under
previously existing accounting standards.
Additionally, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" and SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" during 2001. SFAS No. 143 related to obligations which
generally are incurred in connection with the ownership of real property. The
Company currently leases the substantial majority of our real property and,
therefore, the provisions of SFAS No. 143 do not apply to our current
operations.
SFAS No. 144 superseded SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," and the
accounting and reporting provisions of Accounting Principles Board Opinion No.
30, "Reporting the Results of Operations and Transactions," "Reporting the
Effects of Disposal of a Segment of a Business," and "Extraordinary, Unusual
and Infrequently Occurring Events and Transactions" for the disposal of a
segment of a business. SFAS No. 144 also amended Accounting Research Bulletin
No. 51, "Consolidated Financial Statements," to eliminate the exception to
consolidation for a subsidiary for which control is likely to be temporary.
The Company adopted SFAS No. 142, SFAS No. 143 and SFAS No. 144 on February 3,
2002, and expects the adoption of these standards to have no material impact on
financial condition, results of operations or cash flows.
PRIOR YEAR RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the current
year presentation.
2. INCOME TAXES
A summary of the components of the income tax provision is as follows (dollars
in thousands):
<TABLE>
<CAPTION>
Fiscal Year Ended
2/2/02 2/3/01 1/29/00
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $ 2,410 $ 1,386 $ 3,448
State 86 53 296
---------------------------------------------
2,496 1,439 3,744
---------------------------------------------
Deferred taxes arising from:
Depreciation 540 (871) 1,270
Accruals (113) 593 (522)
Inventory (366) (110) (113)
Other (114) 828 (738)
---------------------------------------------
(53) 440 (103)
---------------------------------------------
Provision for income taxes $ 2,443 $ 1,879 $ 3,641
=============================================
</TABLE>
A reconciliation of the federal statutory income tax rate to the effective
income tax rate is as follows:
<TABLE>
<CAPTION>
Fiscal Year Ended
2/2/02 2/3/01 1/29/00
- ------------------------------------------------------------------------------------
<s> <C> <C> <C>
Federal statutory income tax rate 34.0% 34.0% 34.0%
State income tax provision 1.3% 1.0% 2.8%
Other 2.7% 3.0% 1.2%
-------------------------------------
Effective income tax rate 38.0% 38.0% 38.0%
=====================================
</TABLE>
14
<PAGE>
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Temporary differences which created deferred tax assets and liabilities at
February 2, 2002 and February 3, 2001, are detailed below (DOLLARS IN
THOUSANDS):
<TABLE>
<CAPTION>
AS OF 2/2/02 As of 2/3/01
------------------------------------------------------------
CURRENT NONCURRENT Current Noncurrent
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Depreciation $ -- $(1,944) $ -- $(1,404)
Accruals 2,656 -- 2,543 --
Interest rate swap 761 -- -- --
Inventory 1,354 -- 988 --
Other 322 (98) 260 (150)
---------------------------------------------------------
Deferred tax asset (liability) $5,093 $(2,042) $3,791 $(1,554)
=========================================================
</TABLE>
No valuation allowance is deemed necessary by management, as the realization of
recorded deferred tax assets is considered more likely than not.
3. DEBT AND LINES OF CREDIT
The Company has a revolving credit facility that allows borrowings up to $90
million for which no principal repayments are due until the facility expires on
June 18, 2003, and an unsecured working capital line of credit for $15 million,
which is subject to annual renewal. Both credit facilities have certain
financial and non-financial covenants with which the Company is in compliance.
As of February 2, 2002 and February 3, 2001, $31.1 million and $33.3 million,
respectively, were outstanding under these credit facilities. The maximum and
average outstanding balances during fiscal 2002 were $77.0 million and $63.4
million, respectively. The outstanding borrowings as of February 2, 2002, had
interest rates ranging from 2.75% to 3.13%. The Company is currently
negotiating to renew its credit facilities until fiscal year 2006. The new
facility should be completed by the second quarter of fiscal year 2003.
The Company is subject to interest rate fluctuations involving its credit
facilities. However, the Company uses both fixed and variable debt to manage
this exposure. On February 9, 1998, the company entered into an interest rate
swap agreement with a five year term that carries a notional principal amount
of $30.0 million. The swap effectively fixes the interest rate on $30.0 million
of variable rate debt at 6.78%. The swap agreement expires on February 11,
2003. The counter party to the interest rate swap is one of the Company's
primary banks. The Company believes the credit and liquidity risk of the
counter party failing to meet its obligation is remote as the Company settles
its interest position with the bank on a quarterly basis.
During fiscal 1996 and fiscal 1995, the Company financed the acquisition and
construction of certain warehouse and distribution facilities through loans,
obtained from the proceeds of an industrial development revenue bond (the
"Bond"), which are secured by a mortgage interest in these facilities. As of
February 2, 2002 and February 3, 2001, there was $7.5 million of borrowings
outstanding under these arrangements, at variable rates. The Bond has a
maturity date of December 1, 2019, with a purchase provision obligating the
Company to repurchase the Bond on May 11, 2005, unless extended by the
bondholder. Such an extension may be renewed annually by the bondholder, at the
Company's request, to a date no more than five years from the renewal date. The
Company maintains a $7.5 million interest rate swap that effectively fixes the
interest rate on the Bond at 7.98%. The swap was entered into in May 1996 and
has a term of ten years.
4. LEASES
The Company leases the premises for its retail bookstores under operating
leases, which expire in various years through the year 2013. Many of these
leases contain renewal options and require the Company to pay executory costs
(such as property taxes, maintenance, and insurance). In addition to fixed
minimum rentals, some of the Company's leases require contingent rentals based
on a percentage of sales, which the Company records throughout the year based
upon best available information.
The Company also leases certain office, warehouse and retail store space from
related parties. Rental expense under these leases was approximately $651,000,
$658,000 and $674,000 in fiscal 2002, 2001 and 2000, respectively. Total
minimum future rental payments under these leases are $902,000.
Minimum future rental payments under non-cancelable operating leases having
remaining terms in excess of one year as of February 2, 2002, are as follows
(in thousands):
<TABLE>
<CAPTION>
Fiscal Year
---------------------------------
<S> <C>
2003 $ 29,492
2004 26,354
2005 23,953
2006 21,246
2007 16,011
Subsequent years 31,942
--------
Total $148,998
========
</TABLE>
15
<PAGE>
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Rental expense for all operating leases consisted of the following (in
thousands):
<TABLE>
<CAPTION>
Fiscal Year Ended
2/2/02 2/3/01 1/29/00
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Minimum rentals $28,880 $26,084 $23,458
Contingent rentals 595 496 596
------------------------------------------
Total $29,475 $26,580 $24,054
==========================================
</TABLE>
5. EMPLOYEE BENEFIT PLANS
401(K) PROFIT-SHARING PLAN
The Company and its subsidiaries maintain a 401(k) plan covering all employees
who have completed 12 months of service and who are at least 21 years of age,
and permit participants to contribute from 2% to 15% of compensation to the
plan. Company matching and supplemental contributions are made at management's
discretion. The expense under this plan was $417,000, $335,000 and $554,000 in
fiscal 2002, 2001 and 2000, respectively.
STOCK OPTION PLAN
The Company maintains a stock option plan reserving 3,800,000 shares of the
Company's common stock for grants to executive officers, directors, and key
employees. Prior to January 9, 2001, all options granted to employees become
exercisable in equal annual increments over a five-year period and expire on
the sixth anniversary of the date of grant. On January 9, 2001, the
Compensation Committee approved an amendment to the Stock Option Plan that
allows all options granted after that date to vest in equal annual increments
over a three-year period and expire on the tenth anniversary of the date of the
grant. All stock options have exercise prices generally equal to the fair
market value of the common stock on the date of grant. A summary of the status
of the Company's stock option plan is as follows (shares in thousands):
<TABLE>
<CAPTION>
Fiscal Year Ended
-----------------------------------------------------------------------------------------
FEBRUARY 2, 2002 February 3, 2001 January 29, 2000
-----------------------------------------------------------------------------------------
WEIGHTED Weighted Weighted
AVERAGE Average Average
SHARES EXERCISE PRICE Shares Exercise Price Shares Exercise Price
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 2,192 $5.79 1,562 $8.26 1,335 $8.25
Granted 439 3.10 804 1.87 632 8.21
Exercised (1) 1.69 -- -- (49) 6.31
Forfeited (150) 5.89 (174) 9.84 (356) 8.44
----------------------------------------------------------------------------------------
Outstanding at end of year 2,480 $5.29 2,192 $5.79 1,562 $8.26
----------------------------------------------------------------------------------------
Exercisable at end of year 1,107 $6.14 736 $7.57 363 $8.62
----------------------------------------------------------------------------------------
Weighted average fair value
of options granted $3.03 $ 1.75 $7.33
========================================================================================
</TABLE>
During fiscal years 2002, 2001 and 2000, the Company recognized tax benefits
related to the exercise of stock options in the amount of $0, $0 and $57,000,
respectively. The tax benefits were credited to paid-in capital in the
respective years.
The following table summarizes information about stock options outstanding at
February 2, 2002 (shares in thousands):
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
------------------------------------------------------------------------------------------------
Weighted
Number Average Number
Outstanding at Remaining Weighted Exercisable at Weighted
Range of February 2, Contractual Average February 2, Average
Exercise Price 2002 Life (Years) Exercise Price 2002 Exercise Price
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$1.38 - $ 5.88 1,625 7.12 $3.24 690 $4.11
$5.89 - $13.00 855 3.40 $9.19 417 $9.50
</TABLE>
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation." SFAS No. 123 established financial accounting and reporting
standards for stock-based compensation and for transactions in which an entity
issues its equity
16
<PAGE>
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
instruments to acquire goods and services for non-employees. In accordance with
SFAS No. 123, the Company continues to account for and record compensation
expense under APB No. 25. However, the Company adopted the disclosure only
provisions of SFAS No. 123, as required. If the Company had recorded
compensation expense in accordance with SFAS No. 123 under the fair value based
method, the Company's net income and net income per share would have been as
indicated below:
<TABLE>
<CAPTION>
Fiscal Year Ended
(In thousands except per share data) 2/2/02 2/3/01 1/29/00
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net income-as reported $3,985 $3,066 $5,942
Net income-pro forma 2,852 2,024 5,307
Net income per share-diluted, as reported 0.24 0.17 0.33
Net income per share-diluted, pro forma 0.17 0.11 0.29
</TABLE>
For the purposes of the foregoing calculation, the fair value of each option
grant is estimated on the date of grant using the Black-Scholes option pricing
model. The assumptions used in connection with this model show no expected
dividend yield, a six-year or ten-year expected life of the options, and an
expected stock price volatility rate of 1.21 with risk-free interest rates
ranging from 3.76% to 5.61%.
EMPLOYEE STOCK PURCHASE PLAN
The Company maintains an employee stock purchase plan under which 200,000
shares of the Company's common stock are reserved for purchase by employees at
85% of the fair market value of the common stock. Of the total reserved shares,
136,535 shares have been purchased as of February 2, 2002.
6. RELATED PARTY TRANSACTIONS
Certain stockholders of the Company have controlling ownership interests in
other entities with which the Company conducts business. Transactions between
the Company and these various other entities ("related parties") are summarized
in the following paragraphs and Note 4.
The Company purchases a portion of its inventories for resale from related
parties; such purchases amounted to $31,058,000, $34,128,000 and $34,548,000 in
fiscal 2002, 2001 and 2000, respectively. The Company sells a portion of its
inventories to related parties; such sales amounted to $1,905,000, $3,940,000
and $2,841,000 in fiscal 2002, 2001 and 2000, respectively. The Company also
purchases logistics services from related parties that amounted to $64,000,
$250,000 and $445,000 in fiscal 2002, 2001 and 2000, respectively.
7. ACQUISITION OF CERTAIN ASSETS
During March 2001, the Company acquired inventory and lease-rights of eighteen
stores from Crown Books Corporation for $6.5 million. The stores are located in
the Chicago, Illinois and Washington, D.C. metropolitan areas. The results of
operations for these stores were reflected in the consolidated financial
statements beginning in the first quarter of fiscal 2002.
8. COMMITMENTS AND CONTINGENCIES
The Company is a party to various legal proceedings incidental to its business.
In the opinion of management, after consultation with legal counsel, the
ultimate liability, if any, with respect to those proceedings is not presently
expected to materially affect the financial position or results of operations
of the Company.
9. INDEPENDENT PUBLIC AUDITORS
Arthur Andersen LLP was the Company's independent auditors for fiscal 2002 and
has been its independent auditors since its initial public offering in 1992.
The Company dismissed Arthur Andersen LLP as its independent auditors on April
26, 2002. The decision to dismiss Arthur Andersen as the Company's independent
auditors was recommended and approved by the Audit Committee. Arthur Andersen's
report on the Company's financial statements for the past two years did not
contain an adverse opinion or a disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principles. In addition,
during the two most recent fiscal years and since the end of fiscal year 2002,
there were no disagreements with Arthur Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Arthur
Andersen would have caused Arthur Andersen to make reference to the subject
matter of the disagreement in connection with its report.
17
<PAGE>
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
REPORT OF INDEPENDENT ACCOUNTANTS
To Books-A-Million, Inc.:
We have audited the accompanying consolidated balance sheets of
Books-A-Million, Inc. (a Delaware corporation), and its subsidiaries as of
February 2, 2002 and February 3, 2001, and the related consolidated statements
of operations, stockholders' investment, and cash flows for each of the three
fiscal years in the period ended February 2, 2002. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Books-A-Million, Inc. and its
subsidiaries as of February 2, 2002 and February 3, 2001, and the results of
their operations and their cash flows for each of the three fiscal years in the
period ended February 2, 2002, in conformity with accounting principles
generally accepted in the United States.
As explained in Note 1 to the financial statements, effective February 4, 2001,
Books-A-Million, Inc. changed its method of accounting for derivative
instruments and hedging activities.
ARTHUR ANDERSEN LLP
Birmingham, Alabama
March 19, 2002
18
<PAGE>
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
SUMMARY OF QUARTERLY RESULTS (UNAUDITED)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED FEBRUARY 2, 2002
---------------------------------------------------------------------------------
First Second Third Fourth
(In thousands, except per share amounts) Quarter Quarter Quarter Quarter Total
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net sales $ 97,490 $ 104,011 $ 97,812 $143,573 $442,886
Gross profit 25,486 26,842 24,207 41,696 118,231
Operating profit (loss) 598 52 (1,878) 12,085 10,857
Net income (loss) (415) (676) (1,866) 6,942 3,985
Net income (loss) per share - basic (1) (0.02) (0.04) (0.11) 0.43 0.24
Net income (loss) per share - diluted(1) (0.02) (0.04) (0.11) 0.42 0.24
</TABLE>
<TABLE>
<CAPTION>
Fiscal Year Ended February 3, 2001
------------------------------------------------------------------------------
First Second Third Fourth
(In thousands, except per share amounts) Quarter Quarter Quarter Quarter Total
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net sales $93,099 $ 93,629 $ 90,133 $141,745 $418,606
Gross profit 24,700 24,344 22,235 37,930 109,209
Operating profit (loss) 1,793 342 (1,295) 8,909 9,749
Net income (loss) 471 (568) (1,637) 4,800 3,066
Net income (loss) per share - basic (1) 0.03 (0.03) (0.09) 0.27 0.17
Net income (loss) per share - diluted(1) 0.03 (0.03) (0.09) 0.27 0.17
</TABLE>
(1) The sum of quarterly per share amounts are different from the annual
per share amounts because of differences in the weighted average
number of common and common equivalent shares used in the quarterly
and annual computations.
19
<PAGE>
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
DIRECTORS AND CORPORATE OFFICERS
<TABLE>
<CAPTION>
<S> <C>
BOARD OF DIRECTORS CORPORATE OFFICERS
CLYDE B. ANDERSON CLYDE B. ANDERSON
Chairman of the Board Chairman of the Board
and Chief Executive Officer and Chief Executive Officer
CHARLES C. ANDERSON SANDRA B. COCHRAN
Retired Chairman President and Secretary
TERRY C. ANDERSON TERRANCE G. FINLEY
Chief Executive Officer and President, Executive Vice President,
American Promotional Events, Inc. Books-A-Million, Inc. and
President,
RONALD G. BRUNO American Internet Services, Inc.
President,
Bruno Capital Management Corporation RICHARD S. WALLINGTON
Chief Financial Officer
DR. J. BARRY MASON
Dean, Culverhouse College of Commerce
The University of Alabama
WILLIAM H. ROGERS, JR.
Executive Vice President,
SunTrust Banks, Inc.
</TABLE>
20
<PAGE>
CORPORATE INFORMATION
CORPORATE OFFICE
Books-A-Million, Inc.
402 Industrial Lane
Birmingham, Alabama 35211
(205) 942-3737
TRANSFER AGENT
Bank of New York
(800) 524-4458
STOCKHOLDER INQUIRIES:
Stockholder Relations Department - 11E
P.O. Box 11258
Church Street Station
New York, NY 10286
E-Mail address: shareowner-svcs@bankofny.com
Bank of New York's Stock Transfer Website:
http://stock.bankofny.com
CERTIFICATES FOR TRANSFER AND ADDRESS CHANGES TO:
Receive and Deliver Department - 11W
P.O. Box 11002
Church Street Station
New York, NY 10286
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP
Birmingham, Alabama
FORM 10-K AND INVESTOR CONTACT
A copy of the Company's Annual Report on Form 10-K for the fiscal year ended
February 2, 2002, as filed with the Securities and Exchange Commission is
available without charge to stockholders upon written request. Such requests
and other investor inquiries should be directed to Richard S. Wallington, the
Company's Chief Financial Officer, or you can view the Company's Annual Report
at www.booksamillioninc.com.
MARKET AND DIVIDEND INFORMATION
Common Stock
The Common Stock of Books-A-Million, Inc., is traded in the Nasdaq National
Market under the symbol BAMM. The chart below sets forth the high and low stock
prices for each quarter of the fiscal years ending February 2, 2002, and
February 3, 2001.
<TABLE>
<CAPTION>
Quarter Ended High Low
- --------------------------------------------------
<S> <C> <C>
January, 2002 $ 3.90 $ 2.80
October, 2001 3.50 2.32
July, 2001 2.89 2.12
April, 2001 2.54 1.72
January, 2001 $ 3.25 $ 1.38
October, 2000 3.75 2.25
July, 2000 4.75 3.13
April, 2000 8.25 4.00
</TABLE>
The closing price on April 16, 2002, was $4.60. No cash dividends have been
declared since completion of the Company's initial public offering in 1992. As
of April 16, 2002, Books-A-Million, Inc., had approximately 11,400 stockholders
based on the number of individual participants represented by security position
listings.
ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of stockholders will be held on June 6, 2002, at 10:00 a.m.
central time at The Harbert Center, 2019 Fourth Avenue North, Birmingham,
Alabama 35203. Stockholders of record as of April 16, 2002, are invited to
attend this meeting.
<PAGE>
Books-A-Million, Inc.
402 Industrial Lane
Birmingham, Alabama 35211
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
<PAGE>
[PHOTO]
[PHOTO]
[PHOTO]
[PHOTO]
2002 BAM!
BOOKS-A-MILLION
ANNUAL REPORT
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16
<SEQUENCE>4
<FILENAME>g75948ex16.txt
<DESCRIPTION>LETTER FROM ARTHUR ANDERSEN
<TEXT>
<PAGE>
EXHIBIT 16
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
May 3, 2002
Ladies and Gentlemen:
We have read Item 4 included in the Form 8-K dated May 3, 2002 of
Books-A-Million, Inc. to be filed with the Securities and Exchange Commission
and are in agreement with the statements contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
By
C. Matthew Lusco
lhs
Copy to:
Mr. Richard S. Wallington
Chief Financial Officer
Books-A-Million, Inc.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>g75948ex23.txt
<DESCRIPTION>CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
<TEXT>
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
reports included or incorporated by reference in this Form 10-K, into the
Company's previously filed Registration Statements on File Nos. 33-72812 and
33-86980.
ARTHUR ANDERSEN LLP
Birmingham, Alabama
April 29, 2002
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>g75948ex99.txt
<DESCRIPTION>LETTER FROM BOOKS-A-MILLION, INC.
<TEXT>
<PAGE>
EXHIBIT 99
April 19, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0408
Re: Arthur Andersen, LLP
The purpose of this letter is to address the requirements of the
Securities and Exchange Commission (the "Commission") with respect to issuers
that include accountants' reports from Arthur Andersen, LLP ("Andersen") issued
after March 14, 2002 in filings with the Commission.
In connection with the audit of the consolidated financial statements
of Books-A-Million, Inc. and subsidiaries (the "Company") as of February 2,
2002, and for the year ended, Andersen has issued a report to the Company dated
March 19, 2002. The report is included in the Company's Annual Report on Form
10-K for the fiscal year ended February 2, 2002.
In accordance with the requirements of the Commission, the Company has
received the following written representation from Andersen:
Arthur Andersen, LLP has audited the consolidated financial statements
of Books-A-Million, Inc. and subsidiaries as of February 2, 2002 and
for the year ended, and have issued our report thereon dated March 19,
2002. We represent that this audit was subject to our quality control
system for the U.S. Accounting and Auditing Practice to provide
reasonable assurance that the engagement was conducted in compliance
with professional standards, that there was appropriate continuity of
Arthur Andersen personnel working on the audit, and availability of
national office consultation.
Books-A-Million, Inc.
/s/ Richard S. Wallington
Richard S. Wallington
Chief Financial Officer
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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