-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RlZTPVRjzgmL0aDRXwsk59cYm3wH5Wxs0t1n96FgtcpYjgAdZ1Svh3k2FQW1fuhJ qMJamDdMWKhl6h33kf0ooQ== 0000950144-01-503724.txt : 20010620 0000950144-01-503724.hdr.sgml : 20010620 ACCESSION NUMBER: 0000950144-01-503724 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010505 FILED AS OF DATE: 20010619 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-Q SEC ACT: SEC FILE NUMBER: 000-20664 FILM NUMBER: 1663201 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 10-Q 1 g70083e10-q.txt BOOKS-A-MILLION INC 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended: May 5, 2001 ----------- - OR - [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transaction period from to ---------- ---------- COMMISSION FILE NUMBER 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 Identification No.) incorporation or organization) 402 INDUSTRIAL LANE, BIRMINGHAM, ALABAMA 35211 - ---------------------------------------- ----- (Address of principal executive offices) (Zip Code) (205) 942-3737 -------------- (Registrant's phone number including area code) NONE ---- (Former name, former address and former fiscal year, if changed since last period) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's common stock, as of the latest practicable date: Shares of common stock, par value $.01 per share, outstanding as of June 1, 2001 were 18,137,857 shares. 2 BOOKS-A-MILLION, INC. AND SUBSIDIARIES INDEX
Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Unaudited Condensed Consolidated Balance Sheets 3 Unaudited Condensed Consolidated Statements of Operations 4 Unaudited Condensed Consolidated Statement of Stockholders' Investment 5 Unaudited Condensed Consolidated Statements of Cash Flows 6 Notes to Unaudited Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings 12 Item 2. Changes in Securities 12 Item 3. Defaults Upon Senior Securities 12 Item 4. Submission of Matters of Vote of Security-Holders 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 13
2 3 PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BOOKS-A-MILLION, INC. & SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS) (UNAUDITED)
MAY 5, 2001 FEBRUARY 3, 2001 ----------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 5,367 $ 5,282 Accounts receivable, net 10,085 10,775 Inventories 220,574 205,986 Prepayments and other 4,928 4,521 Deferred income taxes 4,455 3,791 --------- --------- TOTAL CURRENT ASSETS 245,409 230,355 --------- --------- PROPERTY AND EQUIPMENT: Gross property and equipment 135,711 134,901 Less accumulated depreciation and amortization 77,699 74,242 --------- --------- NET PROPERTY AND EQUIPMENT 58,012 60,659 --------- --------- OTHER ASSETS: Goodwill, net 1,340 1,410 Other 907 117 --------- --------- TOTAL OTHER ASSETS 2,247 1,527 --------- --------- TOTAL ASSETS $ 305,668 $ 292,541 ========= ========= LIABILITIES AND STOCKHOLDERS' INVESTMENT CURRENT LIABILITIES: Accounts payable $ 97,527 $ 102,510 Accrued expenses 18,879 22,611 Accrued income taxes -- 650 Current portion of long-term debt 23,773 460 --------- --------- TOTAL CURRENT LIABILITIES 140,179 126,231 --------- --------- LONG TERM DEBT 43,171 41,526 --------- --------- DEFERRED INCOME TAXES 1,447 1,554 --------- --------- 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, 18,137,857 and 18,092,001 shares issued and outstanding at May 5, 2001 and February 3, 2001, respectively 181 181 Additional paid-in capital 70,718 70,634 Less treasury stock at cost (1,174,600 shares at May 5, 2001 and 597,600 shares at February 3, 2001) (2,830) (1,563) Accumulated other comprehensive (loss) (761) 0 Retained earnings 53,563 53,978 --------- --------- TOTAL STOCKHOLDERS' INVESTMENT 120,871 123,230 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $ 305,668 $ 292,541 ========= =========
SEE ACCOMPANYING NOTES 3 4 BOOKS-A-MILLION, INC. & SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THIRTEEN WEEKS ENDED -------------------- MAY 5, 2001 APRIL 29, 2000 ----------- -------------- NET SALES $ 97,490 $93,099 Cost of products sold (including warehouse distribution and store occupancy costs) (1) 72,004 68,399 -------- ------- GROSS PROFIT 25,486 24,700 Operating, selling and administrative expenses 21,011 19,257 Depreciation and amortization 3,877 3,650 -------- ------- OPERATING INCOME 598 1,793 Interest expense, net 1,267 1,034 -------- ------- INCOME (LOSS) BEFORE INCOME TAXES (669) 759 Income taxes provision (benefit) (254) 288 -------- ------- NET INCOME (LOSS) $ (415) $ 471 ======== ======= WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC 17,321 18,005 ======== ======= NET INCOME (LOSS) PER SHARE - BASIC $ (0.02) $ 0.03 ======== ======= WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED 17,321 18,083 ======== ======= NET INCOME (LOSS) PER SHARE - DILUTED $ (0.02) $ 0.03 ======== =======
(1) Inventory purchases from related parties were $12,326 and $9,901, respectively, for each of the periods presented above. SEE ACCOMPANYING NOTES 4 5 BOOKS-A-MILLION, INC. & SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' INVESTMENT (IN THOUSANDS) (UNAUDITED)
ACCUMULATED COMMON STOCK ADDITIONAL TREASURY STOCK OTHER TOTAL ---------------- PAID-IN ----------------- RETAINED COMPREHENSIVE STOCKHOLDERS' SHARES AMOUNT CAPITAL SHARES AMOUNT EARNINGS INCOME (LOSS) INVESTMENT ------ ------ ------- ------ ------ -------- ------------- ---------- BALANCE, FEBRUARY 3, 2001 18,092 $181 $70,634 598 $(1,563) $ 53,978 $ 0 $ 123,230 Issuance of stock for employee stock purchase plan 46 0 84 -- -- -- -- $ 84 Purchase of treasury stock -- -- -- 577 (1,267) -- -- $ (1,267) ------ ---- ------- ----- ------- -------- ----- --------- SUBTOTAL 18,138 181 70,718 1,175 (2,830) 53,978 0 $ 122,047 ------ ---- ------- ----- ------- -------- ----- --------- Net income (loss) -- -- -- -- -- (415) -- $ (415) Other comprehensive income (loss), net of tax: Cumulative effect of accounting change -- -- -- -- -- -- (465) $ (465) Unrealized loss on derivative instruments -- -- -- -- -- -- (296) $ (296) ------ ---- ------- ----- ------- -------- ----- --------- Comprehensive income (loss) 0 $ 0 $ 0 0 $ 0 $ (415) $(761) $ (1,176) ------ ---- ------- ----- ------- -------- ----- --------- BALANCE, MAY 5, 2001 18,138 $181 $70,718 1,175 $(2,830) $ 53,563 $(761) $ 120,871 ====== ==== ======= ===== ======= ======== ===== =========
5 6 BOOKS-A-MILLION, INC. & SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) (UNAUDITED)
THIRTEEN WEEKS ENDED -------------------- MAY 5, 2001 APRIL 29, 2000 ----------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (415) $ 471 -------- -------- Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 3,877 3,650 Loss on disposal of property and equipment 34 465 Change in deferred income taxes (771) (95) Changes in assets and liabilities: Accounts receivable 690 868 Inventories (8,674) (10,994) Prepayments and other (588) 91 Accounts payable (4,983) (11,945) Accrued income taxes (650) (1,706) Accrued expenses (3,733) (3,590) -------- -------- Total adjustments (14,798) (23,256) -------- -------- Net cash used in operating activities (15,213) (22,785) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (1,194) (387) Acquisition of certain assets (6,532) 0 Proceeds from sale of equipment 10 13 Cumulative effect of accounting change, net of tax (465) 0 Cash outflow from hedging activities, net (296) 0 -------- -------- Net cash used in investing activities (8,477) (374) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings under credit facilities 58,717 56,533 Repayments under credit facilities (33,759) (33,243) Proceeds from sale of common stock, net 84 70 Purchase of treasury stock (1,267) -- -------- -------- Net cash provided by financing activities 23,775 23,360 -------- -------- Net increase in cash and temporary cash investments 85 201 Cash and temporary cash investments at beginning of period 5,282 4,920 -------- -------- Cash and temporary cash investments at end of period $ 5,367 $ 5,121 ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the quarter for: Interest $ 692 $ 968 Income taxes, net of refunds $ 1,173 $ 2,090
SEE ACCOMPANYING NOTES 6 7 BOOKS-A-MILLION, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Books-A-Million, Inc. and its Subsidiaries (the "Company") for the thirteen week periods ended May 5, 2001 and April 29, 2000, have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and are presented in accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended February 3, 2001, included in the Company's 2001 Annual Report on Form 10-K. In the opinion of management, the consolidated financial statements included herein contain all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the Company's financial position as of May 5, 2001, and the results of its operations and cash flows for the thirteen week period then ended. Certain prior year amounts have been reclassified to conform to current year presentation. The Company has experienced, and expects to continue to experience, significant variability in sales and net income from quarter to quarter. Therefore, the results of the interim periods presented herein are not necessarily indicative of the results to be expected for any other interim period or the full year. 2. NET INCOME 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 or 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 thirteen week period. A reconciliation of the weighted average shares for basic and diluted EPS is as follows:
For the Thirteen Weeks Ended (in thousands) May 5, 2001 April 29, 2000 ----------- -------------- Weighted average shares outstanding: Basic 17,321 18,005 Dilutive effect of stock options outstanding 0 78 ------ ------ Diluted 17,321 18,083 ------ ------
Options outstanding of 1,471,200 and 1,056,000 for the thirteen weeks ended May 5, 2001 and April 29, 2000, respectively, were not included in the table above as they were anti-dilutive. 7 8 BOOKS-A-MILLION, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. NEW AND PENDING ACCOUNTING PRONOUNCEMENTS 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 Company adopted these statements effective February 4, 2001. The $1.3 million liability related to the derivatives is reflected in Accrued Expenses in the accompanying condensed consolidated balance sheet at May 5, 2001. The adoption of these statements resulted in a cumulative after-tax reduction to other comprehensive loss of $761,000 and a reduction to income of $40,000 for the thirteen weeks ended May 5, 2001. The adoption of these statements may increase volatility in earnings. 4. ACQUISITION OF ASSETS During March 2001, the Company acquired inventory and lease-rights of eighteen retail stores from Crown Books Corporation for $6.5 million. The stores are located in the Chicago and Washington, D.C. metropolitan areas. The results of operations for these stores are reflected in the consolidated financial statements beginning in the first quarter of fiscal 2002. 5. 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. 8 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 initiatives; and other factors referenced herein. In addition, such forward-looking statements are necessarily dependent upon the 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. RESULTS OF OPERATIONS Net sales increased 4.7% to $97.5 million in the thirteen weeks ended May 5, 2001, from $93.1 million in the thirteen weeks ended April 29, 2000. The increase in net sales resulted from 11 new superstores and 7 new traditional stores acquired this year. Comparable store sales in the first quarter decreased 6.8% versus last year. Excluding collector sales, comparable store sales increased 0.2% over the same period last year. During the thirteen weeks ended May 5, 2001, 18 stores were acquired from Crown Books Corporation. Two stores were closed during the quarter as well. Gross profit increased $0.8 million or 3.2% to $25.5 million in the thirteen weeks ended May 5, 2001 from $24.7 million in the thirteen weeks ended April 29, 2000. Gross profit as a percentage of net sales for the thirteen weeks ended May 5, 2001 was 26.1% versus 26.5% in the same period last year. The decrease in gross profit stated as a percent to sales was primarily due to higher occupancy costs as a percentage of sales. Operating, selling and administrative expenses increased $1.7 million or 9.1% to $21.0 million in the thirteen weeks ended May 5, 2001, from $19.3 million in the thirteen weeks ended April 29, 2000. Operating, selling and administrative expenses as a percentage of net sales for the thirteen weeks ended May 5, 2001, increased to 21.6% from 20.7% in the same period last year. The increase in operating expenses stated as a percent to sales was primarily due to lower comparable store sales. Depreciation and amortization increased $0.2 million or 6.2% to $3.9 million in the thirteen weeks ended May 5, 2001, from $3.7 million in the thirteen weeks ended April 29, 2000. The increase in depreciation and amortization is primarily the result of the increased number of superstores operated by the Company. Interest expense was $1.3 million in the thirteen weeks ended May 5, 2001 versus $1.0 million at April 29, 2000. The increase is due to higher average borrowings this year versus the same period last year. This is primarily due to the acquisition of inventory and lease-rights from Crown Books Corporation in March 2001. 9 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES During the first thirteen weeks of fiscal 2002, the Company's cash requirements have been funded with net cash from operations and with borrowings under the Company's credit facilities. Similar to many retailers, the Company's business is seasonal, with its highest retail sales, gross profits and net income traditionally occurring during the fourth fiscal quarter, reflecting the increased demand for books and gifts 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. 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. As of May 5, 2001, $58.4 million was outstanding under these facilities combined. Both credit facilities have certain financial and non-financial covenants with which the Company is in compliance. Additionally, as of May 5, 2001, the Company has outstanding borrowings associated with the issuance of an industrial development revenue bond totaling $7.5 million. The Company's capital expenditures totaled $1.2 million during the first thirteen weeks of fiscal 2002. These expenditures were primarily used for new store expenditures and warehouse distribution purposes. Management estimates that capital expenditures for the remainder of fiscal 2002 will be approximately $13.1 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 the remainder of fiscal 2002. When necessary, the Company establishes certain reserves for the closing of under-performing stores. Management feels that this year's activity will not significantly vary from the number of closings in the prior year. RELATED PARTY ACTIVITIES Certain principal stockholders of the Company have controlling ownership interests in other entities with which the Company conducts business. Significant transactions between the Company and these various other entities ("related parties") are summarized in the following paragraph. The Company purchases a portion of its inventories for resale from related parties; such purchases were $12.3 million in the thirteen weeks ended May 5, 2001, versus $9.9 million in the thirteen weeks ended April 29, 2000. The increase in related party purchases is primarily due to increased purchases of magazine merchandise. The Company sells a portion of its inventories to related parties; such sales amounted to $0.5 million and $1.2 million in the thirteen weeks ended May 5, 2001 and April 29, 2000, respectively. This decrease in related party sales is primarily due to lower sales of bargain books. The Company also purchases logistics services from a related party; such services amounted to $58,000 and $123,000 in the thirteen weeks ended May 5, 2001 and April 29, 2000, respectively. 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 the thirteen weeks ended May 5, 2001, the Company acquired 18 stores from Crown Books Corporation, located in the Chicago and Washington D.C. metropolitan areas. In addition, the Company closed two stores during the quarter. Inventory and debt balances at May 5, 2001 increased as compared to February 3, 2001 due to seasonal fluctuations in inventory levels and the acquisition of inventory and lease-rights from Crown Books Corporation. 10 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MARKET RISK The Company is subject to interest rate fluctuations involving its credit facilities. The average amount of debt outstanding under the Company's credit facilities was $64.1 million during fiscal 2001. However, the Company utilizes 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, which 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. Also, on May 14, 1996, the Company entered into an interest rate swap agreement, with a ten- year term, which carries a notional principal amount of $7.5 million. The swap effectively fixes the interest rate on $7.5 million of variable rate debt at 7.98%. The swap agreement expires on June 7, 2006. The counter party to the interest rate swaps 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. 11 12 II - OTHER INFORMATION ITEM 1: 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 2: Changes in Securities None ITEM 3: Defaults Upon Senior Securities None ITEM 4: Submission of Matters of Vote of Security-Holders - Date of Meeting - June 7, 2001 - Annual Meeting - Name of each director elected at meeting: Charles C. Anderson J. Barry Mason William H. Rodgers, Jr. - Name of each director whose term of office as director continued after the meeting: Clyde B. Anderson Terry C. Anderson Ronald G. Bruno - Other matters voted on at Annual Meeting i) To approve an amendment to the Company's Stock Option Plan that will increase the number of shares of Common Stock reserved for grants of options under the Plan from 3,300,000 to 3,800,000. ii) Ratify the appointment by the Audit Committee of the Board of Directors of Arthur Andersen, LLP, to serve as the Company's independent auditor for the fiscal year ending February 2, 2002. - Results of votes:
- ------------------------------------------------------------------------------------------------ Election of Number of Votes Cast For Number of Votes Cast Number of Votes Against Abstaining - ------------------------------------------------------------------------------------------------ Charles C. Anderson 14,709,981 1,651,829 11,220 J. Barry Mason 14,714,654 1,651,829 6,547 William H. Rodgers, Jr. 14,715,901 1,651,829 5,300 Item i.) above 14,373,162 1,953,927 45,941 Item ii) above 16,251,862 105,657 15,511
ITEM 5: Other Information None 12 13 ITEM 6: Exhibits and Reports on Form 8-K (A) Exhibits Exhibit 3i Certificate of Incorporation of Books-A-Million, Inc. (incorporated herein by reference to Exhibit 3.1 in the Company's Registration Statement on Form S-1 (Capital Registration No. 33-52256)) Exhibit 3ii By-Laws of Books-A-Million, Inc. (incorporated herein by reference to Exhibit 3.2 in the Company's Registration Statement on Form S-1 (Capital Registration No. 33-52256)) (B) Reports on Form 8-K There were no reports filed on Form 8-K during the thirteen week period ended May 5, 2001 13 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized. BOOKS-A-MILLION, INC. Date: June 19, 2001 by: /s/ Clyde B. Anderson --------------------- Clyde B. Anderson Chief Executive Officer Date: June 19, 2001 by: /s/ Richard S. Wallington ------------------------- Richard S. Wallington Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----