Annual Reports

 
Quarterly Reports

  • 10-Q (Dec 1, 2017)
  • 10-Q (Sep 5, 2017)
  • 10-Q (Jun 5, 2017)
  • 10-Q (Dec 2, 2016)
  • 10-Q (Sep 2, 2016)
  • 10-Q (Jun 9, 2016)

 
8-K

 
Other

Best Buy 10-Q 2008

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Graphic
  7. Graphic

 

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 December 1, 2007

 

OR

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from               to                 

 

Commission File Number: 1-9595

 

 

BEST BUY CO., INC.

(Exact name of registrant as specified in its charter)

 

Minnesota

 

41-0907483

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

7601 Penn Avenue South

 

 

Richfield, Minnesota

 

55423

(Address of principal executive offices)

 

(Zip Code)

 

 

 

(612) 291-1000
(Registrant’s telephone number, including area code)

 

N/A
(Former name, former address and former fiscal year, if changed since last report)

 

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 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  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer x

 

Accelerated filer o

 

Non-accelerated filer o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o  No  x

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  o  No  o

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock, $.10 Par Value —419,484,000 shares outstanding as of December 1, 2007.

 

 



 

BEST BUY CO., INC.

 

FORM 10-Q FOR THE QUARTER ENDED DECEMBER 1, 2007

 

INDEX

 

Part I —Financial Information

3

 

 

 

Item 1.

 

Condensed Consolidated Financial Statements (Unaudited)

3

 

 

 

 

 

 

 

a)

Condensed consolidated balance sheets at December 1, 2007; March 3, 2007; and November 25, 2006

3

 

 

 

 

 

 

 

b)

Consolidated statements of earnings for the three and nine months ended December 1, 2007, and November 25, 2006

5

 

 

 

 

 

 

 

c)

Consolidated statement of changes in shareholders’ equity for the nine months ended December 1, 2007

6

 

 

 

 

 

 

 

d)

Consolidated statements of cash flows for the nine months ended December 1, 2007, and November 25, 2006

7

 

 

 

 

 

 

 

e)

Notes to condensed consolidated financial statements

8

 

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

27

 

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

40

 

 

 

 

 

 

Item 4.

 

Controls and Procedures

40

 

 

 

 

 

Part II — Other Information

42

 

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

42

 

 

 

 

 

 

Item 6.

 

Exhibits

42

 

 

 

 

 

Signatures

 

 

43

 

2



 

PART I —FINANCIAL INFORMATION

 

ITEM 1.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

BEST BUY CO., INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

ASSETS

 

($ in millions, except per share amounts)

 

(Unaudited)

 

 

 

December 1,
2007

 

March 3,
2007

 

November 25,
2006

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,319

 

$

1,205

 

$

1,208

 

Short-term investments

 

295

 

2,588

 

1,802

 

Receivables

 

739

 

548

 

1,115

 

Merchandise inventories

 

7,451

 

4,028

 

6,084

 

Other current assets

 

673

 

712

 

759

 

Total current assets

 

10,477

 

9,081

 

10,968

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT

 

 

 

 

 

 

 

Property and equipment

 

5,498

 

4,904

 

5,427

 

Less accumulated depreciation

 

2,238

 

1,966

 

2,456

 

Net property and equipment

 

3,260

 

2,938

 

2,971

 

 

 

 

 

 

 

 

 

GOODWILL

 

1,086

 

919

 

991

 

 

 

 

 

 

 

 

 

TRADENAMES

 

96

 

81

 

83

 

 

 

 

 

 

 

 

 

EQUITY AND OTHER INVESTMENTS

 

230

 

338

 

335

 

 

 

 

 

 

 

 

 

OTHER ASSETS

 

325

 

213

 

336

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

15,474

 

$

13,570

 

$

15,684

 

 

NOTE:  The consolidated balance sheet as of March 3, 2007, has been condensed from the audited consolidated financial statements.

 

See Notes to Condensed Consolidated Financial Statements.

 

3



 

BEST BUY CO., INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

($ in millions, except per share amounts)

 

(Unaudited)

 

 

 

December 1,
2007

 

March 3,
2007

 

November 25,
2006

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Accounts payable

 

$

7,597

 

$

3,934

 

$

6,332

 

Unredeemed gift card liabilities

 

471

 

496

 

429

 

Accrued compensation and related expenses

 

339

 

332

 

301

 

Accrued liabilities

 

1,337

 

990

 

1,613

 

Accrued income taxes

 

146

 

489

 

318

 

Short-term debt

 

326

 

41

 

40

 

Current portion of long-term debt

 

20

 

19

 

419

 

Total current liabilities

 

10,236

 

6,301

 

9,452

 

 

 

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

811

 

443

 

405

 

 

 

 

 

 

 

 

 

LONG-TERM DEBT

 

642

 

590

 

191

 

 

 

 

 

 

 

 

 

MINORITY INTERESTS

 

39

 

35

 

34

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

Preferred stock, $1.00 par value: Authorized — 400,000 shares; Issued and outstanding — none

 

 

 

 

Common stock, $.10 par value: Authorized — 1.5 billion shares; Issued and outstanding — 419,484,000, 480,655,000 and 481,927,000 shares, respectively

 

42

 

48

 

48

 

Additional paid-in capital

 

74

 

430

 

481

 

Prepaid stock repurchase

 

(200

)

 

 

Retained earnings

 

3,320

 

5,507

 

4,793

 

Accumulated other comprehensive income

 

510

 

216

 

280

 

Total shareholders’ equity

 

3,746

 

6,201

 

5,602

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

15,474

 

$

13,570

 

$

15,684

 

 

NOTE:  The consolidated balance sheet as of March 3, 2007, has been condensed from the audited consolidated financial statements.

 

See Notes to Condensed Consolidated Financial Statements.

 

4



 

BEST BUY CO., INC.

 

CONSOLIDATED STATEMENTS OF EARNINGS

 

($ in millions, except per share amounts)

 

(Unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

December 1,
2007

 

November 25,
2006

 

December 1,
2007

 

November 25,
2006

 

Revenue

 

$

9,928

 

$

8,473

 

$

26,605

 

$

23,035

 

Cost of goods sold

 

7,591

 

6,478

 

20,237

 

17,373

 

Gross profit

 

2,337

 

1,995

 

6,368

 

5,662

 

Selling, general and administrative expenses

 

1,986

 

1,799

 

5,350

 

4,799

 

Operating income

 

351

 

196

 

1,018

 

863

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Investment income and other

 

32

 

31

 

98

 

91

 

Interest expense

 

(23

)

(7

)

(53

)

(23

)

 

 

 

 

 

 

 

 

 

 

Earnings before income tax expense, minority interest and equity in loss of affiliates

 

360

 

220

 

1,063

 

931

 

Income tax expense

 

129

 

70

 

386

 

317

 

Minority interest

 

(1

)

 

(4

)

 

Equity in loss of affiliates

 

(2

)

 

(3

)

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

228

 

$

150

 

$

670

 

$

614

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.55

 

$

0.31

 

$

1.50

 

$

1.27

 

Diluted

 

$

0.53

 

$

0.31

 

$

1.47

 

$

1.24

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share

 

$

0.13

 

$

.10

 

$

0.33

 

$

0.26

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding (in millions)

 

 

 

 

 

 

 

 

 

Basic

 

418.7

 

481.0

 

447.2

 

482.5

 

Diluted

 

430.8

 

495.8

 

459.5

 

497.4

 

 

See Notes to Condensed Consolidated Financial Statements.

 

5



 

BEST BUY CO., INC.

 

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

 

FOR THE NINE MONTHS ENDED DECEMBER 1, 2007

 

($ and shares in millions)

 

(Unaudited)

 

 

 

Common
Shares

 

Common
Stock

 

Additional
Paid-In
Capital

 

Prepaid
Stock
Repurchase

 

Retained
Earnings

 

Accumulated
Other
Comprehensive
Income

 

Total

 

Balances at March 3, 2007

 

481

 

$

48

 

$

430

 

$

 

$

5,507

 

$

216

 

$

6,201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings, nine months ended December 1, 2007

 

 

 

 

 

670

 

 

670

 

Foreign currency translation adjustments

 

 

 

 

 

 

282

 

282

 

Unrealized gain on available-for-sale securities

 

 

 

 

 

 

12

 

12

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

964

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative effect of adopting a new accounting standard (Note 5)

 

 

 

 

 

(13

)

 

(13

)

Stock-based compensation

 

 

 

84

 

 

 

 

84

 

Stock options exercised

 

2

 

 

59

 

 

 

 

59

 

Issuance of common stock under employee stock purchase plan

 

1

 

 

51

 

 

 

 

51

 

Tax benefit from stock options exercised and employee stock purchase plan

 

 

 

9

 

 

 

 

9

 

Payment for accelerated share repurchase program

 

 

 

 

(3,000

)

 

 

(3,000

)

Repurchase of common stock

 

(65

)

(6

)

(559

)

2,800

 

(2,696

)

 

(461

)

Common stock dividends, $0.33 per share

 

 

 

 

 

(148

)

 

(148

)

Balances at December 1, 2007

 

419

 

$

42

 

$

74

 

$

(200

)

$

3,320

 

$

510

 

$

3,746

 

 

See Notes to Condensed Consolidated Financial Statements.

 

6



 

BEST BUY CO., INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

($ in millions)

 

(Unaudited)

 

 

 

Nine Months Ended

 

 

 

December 1,
2007

 

November 25,
2006

 

OPERATING ACTIVITIES

 

 

 

 

 

Net earnings

 

$

670

 

$

614

 

Adjustments to reconcile net earnings to total cash provided by operating activities

 

 

 

 

 

Depreciation

 

419

 

369

 

Stock-based compensation

 

84

 

87

 

Deferred income taxes

 

2

 

(29

)

Excess tax benefits from stock-based compensation

 

(17

)

(46

)

Other, net

 

(2

37

 

Changes in operating assets and liabilities, net of acquired assets and liabilities

 

 

 

 

 

Receivables

 

(177

(641

)

Merchandise inventories

 

(3,295

)

(2,597

)

Other assets

 

11

 

(54

)

Accounts payable

 

3,498

 

2,595

 

Other liabilities

 

176

 

252

 

Accrued income taxes

 

(123

)

(324

)

Total cash provided by operating activities

 

1,246

 

263

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

Additions to property and equipment, net of $89 and $93 non-cash capital expenditures in the nine months ended December 1, 2007 and November 25, 2006, respectively

 

(584

)

(520

)

Purchases of investments

 

(4,762

)

(1,910

)

Sales of investments

 

7,327

 

3,341

 

Acquisition of businesses, net of cash acquired

 

(89

)

(421

)

Change in restricted assets

 

9

 

(32

)

Other, net

 

2

 

8

 

Total cash provided by investing activities

 

1,903

 

466

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

Repurchase of common stock

 

(3,461

)

(484

)

Issuance of common stock under employee stock purchase plan and for the exercise of stock options

 

110

 

191

 

Excess tax benefits from stock-based compensation

 

17

 

46

 

Dividends paid

 

(148

)

(125

)

Proceeds from issuance of debt

 

4,288

 

70

 

Repayments of debt

 

(3,986

)

(62

)

Other, net

 

41

 

87

 

Total cash used in financing activities

 

(3,139

)

(277

)

 

 

 

 

 

 

EFFECT OF EXCHANGE RATE CHANGES ON CASH

 

104

 

8

 

 

 

 

 

 

 

INCREASE IN CASH AND CASH EQUIVALENTS

 

114

 

460

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

1,205

 

748

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

1,319

 

$

1,208

 

 

See Notes to Condensed Consolidated Financial Statements.

 

7



 

BEST BUY CO., INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

($ in millions, except per share amounts)

 

(Unaudited)

 

1.                         Basis of Presentation

 

Unless the context otherwise requires, the use of the terms “Best Buy”, “we,” “us,” and “our” in the following refers to Best Buy Co., Inc. and its consolidated subsidiaries.

 

In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments necessary for a fair presentation as prescribed by accounting principles generally accepted in the U.S. All adjustments were comprised of normal recurring adjustments, except as noted in these Notes to Condensed Consolidated Financial Statements. Historically, we have realized more of our revenue and earnings in the fiscal fourth quarter, which includes the majority of the holiday shopping season in the U.S. and Canada, than in any other fiscal quarter. The timing of new store openings, costs associated with the development of new businesses, as well as general economic conditions may also affect our future quarterly results. Consequently, interim results are not necessarily indicative of results for the entire fiscal year. These interim financial statements and the related notes should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended March 3, 2007.

 

Consistent with China’s statutory requirements, our China operations’ fiscal year ends on December 31. Therefore, we have elected to consolidate our China financial results on a two-month lag. There was no significant intervening event that would have materially affected our consolidated financial statements had it been recorded during the fiscal quarter.

 

Reclassifications

 

To maintain consistency and comparability, we reclassified certain prior-year amounts to conform to the current-year presentation as described in Note 1, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended March 3, 2007. In addition, to conform to the current-year presentation, we reclassified:

 

·                  to the International segment, $3 and $6 of selling, general and administrative (“SG&A”) support costs for the three and nine months ended November 25, 2006, respectively, which were previously reported as part of the Domestic segment in Note 9, Segments;

 

·                  to short-term debt, $40 of liabilities at November 25, 2006, which was previously reported in current portion of long-term debt on our condensed consolidated balance sheet;

 

·                  to equity and other investments, $20 and $15 of investments at March 3, 2007 and November 25, 2006, respectively, which were previously reported in other assets on our condensed consolidated balance sheets; and

 

·                  to other, net, $25 for the nine months ended November 25, 2006, which was previously reported in asset impairment charges on our consolidated statement of cash flows.

 

These reclassifications had no effect on previously reported consolidated operating income, net earnings, shareholders’ equity or cash flows.

 

New Accounting Standards

 

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141(revised 2007), Business Combinations. SFAS No. 141R significantly changes the accounting for business combinations in a number of areas including the treatment of contingent consideration, preacquisition contingencies, transaction costs, in-process research and development and restructuring costs. In

 

8



 

$ in millions, except per share amounts

 

addition, under SFAS No. 141R, changes in an acquired entity’s deferred tax assets and uncertain tax positions after the measurement period will impact income tax expense. SFAS No. 141R is effective for fiscal years beginning after December 15, 2008.  We will adopt SFAS No. 141R beginning in the first quarter of fiscal 2010.   This standard will change our accounting treatment for business combinations on a prospective basis.

 

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. SFAS No. 160 changes the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. This new consolidation method significantly changes the accounting for transactions with minority interest holders. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008.  We will adopt SFAS No. 160 beginning in the first quarter of fiscal 2010.  We are evaluating the impact the adoption of SFAS No. 160 will have on our consolidated financial position or results of operations.

 

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits companies to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing companies with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Companies are not allowed to adopt SFAS No. 159 on a retrospective basis unless they choose early adoption. We will adopt SFAS No. 159 beginning in the first quarter of fiscal 2009. We are evaluating the impact the adoption of SFAS No. 159 will have on our consolidated financial position or results of operations.

 

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, SFAS No. 157 does not require any new fair value measurement. SFAS No. 157, as originally issued, was effective for fiscal years beginning after November 15, 2007. However, on December 14, 2007, the FASB issued FASB Staff Position FAS157-b, which deferred the effective date of SFAS No. 157 for one year, as it relates to nonfinancial assets and liabilities. We will adopt SFAS No. 157 as it relates to financial assets and liabilities beginning in the first quarter of fiscal 2009. We are evaluating the impact the adoption of SFAS No. 157 will have on our consolidated financial position or results of operations.

 

2.                         Acquisitions

 

Speakeasy, Inc.

 

On May 1, 2007, we acquired Speakeasy, Inc. (“Speakeasy”) for $103 in cash, or $89 net of cash acquired, including transaction costs and the repayment of $5 of Speakeasy’s debt. We acquired Speakeasy, an independent U.S. broadband voice, data and IT services provider, to strengthen our portfolio of technology solutions. We accounted for the acquisition using the purchase method in accordance with SFAS No. 141, Business Combinations. Accordingly, we recorded the net assets at their estimated fair values, and included operating results in our Domestic segment from the date of acquisition. We allocated the purchase price on a preliminary basis using information currently available. The allocation of the purchase price to the assets and liabilities acquired will be finalized no later than the first quarter of fiscal 2009, as we obtain more information regarding asset valuations, liabilities assumed and revisions of preliminary estimates of fair values made at the date of purchase. The premium we paid in excess of the fair value of the net assets acquired was primarily for the expected synergies we believe Speakeasy will generate by providing new technology solutions for our existing and future customers, as well as to obtain Speakeasy’s skilled, established workforce. None of the goodwill is deductible for tax purposes.

 

The preliminary purchase price allocation, net of cash acquired, was as follows:

 

Receivables

 

$

8

 

Property and equipment

 

8

 

Other assets

 

21

 

Tradename

 

6

 

Goodwill

 

76

 

Current liabilities

 

(30

)

Total

 

$

89

 

 

9



 

$ in millions, except per share amounts

 

Jiangsu Five Star Appliance Co., Ltd.

 

On June 8, 2006, we acquired a 75% interest in Jiangsu Five Star Appliance Co., Ltd. (“Five Star”) for $184, including a working capital injection of $122 and transaction costs. Five Star is an appliance and consumer electronics retailer and had 131 stores located in eight of China’s 34 provinces on the date of acquisition. We made the investment in Five Star to further our international growth plans, to increase our knowledge of Chinese customers and to obtain an immediate retail presence in China. We accounted for the acquisition using the purchase method in accordance with SFAS No. 141. Accordingly, we recorded the net assets at their estimated fair values, and included operating results in our International segment from the date of acquisition. We allocated the purchase price on a preliminary basis using information then available. The allocation of the purchase price to the assets and liabilities acquired was finalized in the first quarter of fiscal 2008. There was no significant adjustment to the preliminary purchase price allocation. None of the goodwill is deductible for tax purposes.

 

The final purchase price allocation, net of cash acquired, was as follows:

 

Restricted cash

 

$

204

 

Merchandise inventories

 

109

 

Property and equipment

 

78

 

Other assets

 

78

 

Tradename

 

21

 

Goodwill

 

24

 

Accounts payable

 

(368

)

Other current liabilities

 

(35

)

Debt

 

(64

)

Long-term liabilities

 

(1

)

Minority interests1

 

(33

)

Total

 

$

13

 

 

1   The minority interests’ proportionate ownership of assets and liabilities were recorded at historical carrying values.

 

3.                         Investments

 

Investments were comprised of the following:

 

 

 

December 1,
2007

 

March 3,
2007

 

November 25,
2006

 

Short-term investments

 

 

 

 

 

 

 

Debt securities

 

$

295

 

$

2,588

 

$

1,802

 

 

 

 

 

 

 

 

 

Other current assets

 

 

 

 

 

 

 

Other investments

 

$

 

$

 

$

23

 

 

 

 

 

 

 

 

 

Equity and other investments

 

 

 

 

 

 

 

Debt securities

 

$

 

$

318

 

$

320

 

Marketable equity securities

 

214

 

4

 

5

 

Other investments

 

16

 

16

 

10

 

Total equity and other investments

 

$

230

 

$

338

 

$

335

 

 

Debt Securities

 

Short-term and long-term investments in debt securities are comprised of auction-rate securities, variable-rate demand notes, asset-backed securities, municipal debt securities, and commercial paper. In accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, and based on our ability to market and to sell these instruments, we classify auction-rate securities, variable-rate demand notes and other investments in debt securities as available-for-sale and carry them at fair value. Auction-rate securities and variable-rate demand notes are similar to short-term debt instruments because their interest rates are reset periodically. Investments in these securities can be sold for cash on the auction date. We classify auction-rate securities and variable-rate demand notes as short-term or long-term investments based on the reset dates.

 

10



 

$ in millions, except per share amounts

 

In accordance with our investment policy, we place our investments in debt securities with issuers who have high-quality credit and limit the amount of investment exposure to any one issuer. We seek to preserve principal and minimize exposure to interest-rate fluctuations by limiting default risk, market risk and reinvestment risk.

 

The following table presents the amortized principal amounts, related weighted-average interest rates (taxable equivalent), maturities and major security types for our investments in debt securities:

 

 

 

December 1, 2007

 

March 3, 2007

 

November 25, 2006

 

 

 

Amortized
Principal
Amount

 

Weighted-
Average
Interest
Rate

 

Amortized
Principal
Amount

 

Weighted-
Average
Interest
Rate

 

Amortized
Principal
Amount

 

Weighted-
Average
Interest
Rate

 

Short-term investments (less than one year)

 

$

295

 

6.91

%

$

2,588

 

5.68

%

$

1,802

 

5.69

%

Long-term investments (one to three years)

 

 

N/A

 

318

 

5.68

%

320

 

5.58

%

Total

 

$

295

 

 

 

$

2,906

 

 

 

$

2,122

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Auction-rate securities, variable-rate demand notes, and asset-backed securities

 

$

208

 

 

 

$

66

 

 

 

$

57

 

 

 

Municipal debt securities

 

 

 

 

2,840

 

 

 

2,065

 

 

 

Commercial paper

 

87

 

 

 

 

 

 

 

 

 

Total

 

$

295

 

 

 

$

2,906

 

 

 

$

2,122

 

 

 

 

The carrying values of our investments in debt securities are at fair value at December 1, 2007; March 3, 2007; and November 25, 2006.  Due to the rapid turnover of our portfolio and the highly liquid nature of these investments, there were no significant unrealized holding gains or losses. Realized gains and losses are included in investment income and other in the consolidated statements of earnings and were not significant for any period presented. The decrease in the balance of investments in debt securities compared with the balances at March 3, 2007, and at November 25, 2006, was due to the liquidation of a substantial portion of our investments portfolio to repay our bridge loan facility and to fund our accelerated share repurchase (“ASR”) program. See Note 4, Credit Facilities, for further information on the bridge loan facility, and Note 7, Common Stock Repurchases, for further information on the ASR program.

 

Marketable Equity Securities

 

We also invest in marketable equity securities and classify them as available-for-sale. Investments in marketable equity securities are included in equity and other investments in our consolidated balance sheets, and are reported at fair value based on quoted market prices. All unrealized holding gains and losses are reflected net of tax in accumulated other comprehensive income in shareholders’ equity.

 

The carrying values of our investments in marketable equity securities at December 1, 2007; March 3, 2007; and November 25, 2006, were $214, $4 and $5, respectively. The increase in marketable equity securities since March 3, 2007, was primarily due to our investment in The Carphone Warehouse Group PLC (“CPW”), Europe’s leading independent retailer of mobile phones and services. During the second quarter of fiscal 2008, we purchased in the open market 26.1 million shares of CPW common stock for $183, representing nearly 3% of CPW’s outstanding shares.

 

Net unrealized (loss)/gain, net of tax, included in accumulated other comprehensive income were $11, $(1) and $12 at December 1, 2007; March 3, 2007; and November 25, 2006, respectively.

 

Other Investments

 

We also have investments that are accounted for on either the cost method or the equity method that we include in equity and other investments and other current assets in our consolidated balance sheets. The aggregate carrying values of these investments at December 1, 2007; March 3, 2007; and November 25, 2006, were $16, $16 and $33, respectively.  The decrease in other investments included in other current assets from November 25, 2006 to March 3, 2007, was due to the sale of our investment in Golf Galaxy, Inc. (“Golf Galaxy”) in February 2007. At November 25, 2006, the carrying value of our investment in Golf Galaxy was $23.

 

11



 

$ in millions, except per share amounts

 

4.                         Credit Facilities

 

On June 26, 2007, we entered into a $3,000 bridge loan facility with Goldman Sachs Credit Partners L.P. (the “Bridge Facility”), concurrently with the execution of agreements to purchase $3,000 of shares of our common stock in the aggregate pursuant to our ASR program.  See Note 7, Common Stock Repurchases, for further information on the ASR program.  We initially borrowed $2,500 under the Bridge Facility and used $500 of our existing cash and investments to fund the ASR program.  Effective July 11, 2007, we reduced the amount we could borrow under the Bridge Facility to $2,500.

 

Effective July 2, 2007, we terminated our previous $200 revolving credit facility that was scheduled to expire on December 22, 2009.

 

On September 19, 2007, we entered into a $2,500 five-year unsecured revolving credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JP Morgan”), as administrative agent, and a syndicate of banks (the “Lenders”). The Credit Agreement permits borrowings up to $2,500, which may be increased up to $3,000 at our option and upon the consent of JPMorgan and each of the Lenders providing an incremental credit commitment.  The Credit Agreement includes a $300 letter of credit sub-limit and a $200 foreign currency sub-limit. The Credit Agreement terminates in September 2012.

 

Interest rates under the Credit Agreement are variable and are determined at our option at: (i) the greater of the federal funds rate plus 0.5% or JPMorgan’s prime rate, or (ii) the London Interbank Offered Rate (“LIBOR”) plus applicable LIBOR margin. A facility fee is assessed on the commitment amount. Both the LIBOR margin and the facility fee are based upon our current senior unsecured debt rating. The LIBOR margin ranges from 0.32% to 0.60%, and the facility fee ranges from 0.08% to 0.15%.

 

The Credit Agreement is guaranteed by specified subsidiaries and contains customary affirmative and negative covenants. Among other things, these covenants restrict or prohibit our ability to incur certain types or amounts of indebtedness, incur liens on certain assets, make material changes to our corporate structure or the nature of our business, dispose of material assets, allow non-material subsidiaries to make guarantees, engage in a change in control transaction, or engage in certain transactions with our affiliates. The Credit Agreement also contains covenants that require us to maintain a maximum quarterly cash flow leverage ratio and a minimum quarterly interest coverage ratio. The Credit Agreement contains customary default provisions including, but not limited to, failure to pay interest or principal when due and failure to comply with covenants.

 

Concurrently with the execution of the Credit Agreement, we borrowed $1,350 under the Credit Agreement and used $1,150 of the proceeds to repay the outstanding balance on the Bridge Facility. Accordingly, the Bridge Facility was terminated effective September 19, 2007. The remaining $200 borrowed under the Credit Agreement was used for general corporate purposes. At December 1, 2007, $275 was outstanding under the Credit Agreement.

 

5.                         Income Taxes

 

We adopted the provisions of FASB Interpretation (“FIN”) No. 48, Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109, effective March 4, 2007. FIN No. 48 provides guidance regarding the recognition, measurement, presentation and disclosure in the financial statements of tax positions taken or expected to be taken on a tax return, including the decision whether to file in a particular jurisdiction. The adoption of FIN No. 48 resulted in the reclassification of $196 of tax liabilities from current to long-term and a $13 increase in our liability for unrecognized tax benefits, which was accounted for as a reduction to the March 4, 2007, retained earnings balance.

 

At March 4, 2007, our total liability for unrecognized tax benefits, after the adoption of FIN No. 48, was $196, of which $84 represented tax benefits that, if recognized, would favorably impact the effective tax rate. Our liability for unrecognized tax benefits was $240 at December 1, 2007, of which $100 represents tax benefits that, if recognized, would favorably impact the effective tax rate.

 

We accrue interest and penalties in income tax expense in our consolidated statements of earnings. At March 4, 2007, we had accrued interest and penalties of $30, of which $16, if recognized, would favorably impact the effective tax rate.  Our liability for accrued interest was $42 at December 1, 2007, of which $23 represents tax benefits that, if recognized, would favorably impact the effective tax rate.

 

12



 

$ in millions, except per share amounts

 

We file a consolidated U.S. federal income tax return, as well as income tax returns in various states and foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before fiscal 2003. In April 2007, the Internal Revenue Service completed its examination of our U.S. federal income tax returns for fiscal 2003 and fiscal 2004, and resolution of the issues pertaining to those years is expected in fiscal 2009. However, we do not expect that the resolution of these issues will have a significant effect on our consolidated financial condition or results of operations.

 

6.                         Earnings per Share

 

Our basic earnings per share calculation is computed based on the weighted-average number of common shares outstanding. Our diluted earnings per share calculation is computed based on the weighted-average number of common shares outstanding adjusted by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued. Potentially dilutive shares of common stock include stock options, nonvested share awards and shares issuable under our employee stock purchase plan, as well as common shares that would have resulted from the assumed conversion of our convertible debentures. Since the potentially dilutive shares related to the convertible debentures are included in the calculation, the related interest expense, net of tax, is added back to net earnings, as the interest would not have been paid if the convertible debentures had been converted to common stock. Nonvested market-based awards and nonvested performance-based awards are included in the average diluted shares outstanding each period if established market or performance criteria have been met at the end of the respective periods.

 

The following table presents a reconciliation of the numerators and denominators of basic and diluted earnings per share (shares in millions):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

December 1,
2007

 

November 25,
2006

 

December 1,
2007

 

November 25,
2006

 

Numerator

 

 

 

 

 

 

 

 

 

Net earnings, basic

 

$

228

 

$

150

 

$

670

 

$

614

 

Adjustment for assumed dilution

 

 

 

 

 

 

 

 

 

Interest on convertible debentures, net of tax

 

2

 

2

 

5

 

5

 

Net earnings, diluted

 

$

230

 

$

152

 

$

675

 

$

619

 

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

418.7

 

481.0

 

447.2

 

482.5

 

Effect of potentially dilutive securities

 

 

 

 

 

 

 

 

 

Shares from assumed conversion of convertible debentures

 

8.8

 

8.8

 

8.8

 

8.8

 

Stock options and other

 

3.3

 

6.0

 

3.5

 

6.1

 

Weighted-average common shares outstanding, assuming dilution

 

430.8

 

495.8

 

459.5

 

497.4

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.55

 

$

0.31

 

$

1.50

 

$

1.27

 

Diluted

 

$

0.53

 

$

0.31

 

$

1.47

 

$

1.24

 

 

The computation of average dilutive shares outstanding excluded stock options to purchase 10.0 million and 4.3 million shares of common stock for the three months ended December 1, 2007, and November 25, 2006, respectively, and 10.0 million and 4.6 million shares of common stock for the nine months ended December 1, 2007, and November 25, 2006, respectively. These amounts were excluded because the options’ exercise prices were greater than the average market price of our common stock for the periods presented and, therefore, their effect would be antidilutive (i.e., including such options would result in higher earnings per share).

 

7.                         Common Stock Repurchases

 

On June 26, 2007, our Board of Directors (“Board”) authorized a new $5,500 share repurchase program. The new program has no stated expiration date. The new program terminated and replaced our prior $1,500 share repurchase program authorized by our Board in June 2006. The June 2006 share repurchase program terminated and replaced our

 

13



 

$ in millions, except per share amounts

 

prior $1,500 share repurchase program authorized by our Board in April 2005.

 

Open Market Repurchases

 

The following table presents open market share repurchases (shares in millions):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

December 1,
2007

 

November 25,
2006

 

December 1,
2007

 

November 25,
2006

 

Total number of shares repurchased

 

 

0.5

 

9.8

 

9.5

 

Total cost of shares repurchased

 

$

 

$

22

 

$

461

 

$

484

 

 

In the nine months ended December 1, 2007, we purchased and retired 9.8 million shares at a cost of $461 under our June 2006 share repurchase program. We made no open market purchases during the three months ended December 1, 2007, under our June 2007 share repurchase program.

 

In the three and nine months ended November 25, 2006, we purchased and retired 0.5 million and 3.3 million shares, respectively, at a cost of $22 and $152, under our June 2006 share repurchase program. We also purchased and retired 6.2 million shares at a cost of $332 under our April 2005 share repurchase program during the period from February 26, 2006, through June 21, 2006. Retired shares constitute authorized but unissued shares.

 

Accelerated Share Repurchase Program

 

In accordance with our June 2007 share repurchase program, on June 26, 2007, we entered into an ASR program authorized by our Board. The ASR program consists of two agreements to purchase shares of our common stock from Goldman, Sachs & Co. (“Goldman”) for an aggregate purchase price of $3,000. Goldman borrowed the shares that were delivered to us as described below, and is expected to purchase sufficient shares of our common stock in the open market to return to lenders over the terms of the agreements. The ASR program is scheduled to conclude in February 2008, although in certain circumstances the termination date may be modified. The actual number of shares repurchased will be determined at the completion of the ASR program. We do not expect to make significant additional share repurchases prior to the conclusion of the ASR program. Repurchased shares have been retired and constitute authorized but unissued shares.

 

Collared ASR

 

Under the first agreement (the “Collared ASR”), the number of shares to be repurchased is based generally on the volume-weighted average price (“VWAP”) of our common stock during the term of the Collared ASR, subject to collar provisions that established minimum and maximum numbers of shares based on the VWAP of our common stock over the specified hedge period. On July 2, 2007, we paid $2,000 to Goldman in exchange for an initial delivery of 28.3 million shares to us on July 2-6, 2007, under the terms of the Collared ASR.

 

Pursuant to the terms of the Collared ASR, the hedge period for determining the minimum and maximum numbers of shares to be purchased ended on July 24, 2007. The minimum has been set at 38.7 million shares and the maximum has been set at 44.8 million shares. Goldman delivered 10.4 million additional shares to us on July 27, 2007. Accordingly, we have received a total of 38.7 million shares from Goldman at December 1, 2007, equivalent to the minimum number of shares to be delivered under the terms of the Collared ASR. At the conclusion of the Collared ASR, we may receive additional shares based on the VWAP of our common stock during the agreement term, up to the maximum 44.8 million shares.

 

Uncollared ASR

 

Under the second agreement (the “Uncollared ASR”), the number of shares to be repurchased is based generally on the VWAP of our common stock during the term of the Uncollared ASR. On July 2, 2007, we paid $1,000 to Goldman under the terms of the Uncollared ASR in exchange for an initial delivery of 17.0 million shares to us on July 30-31, 2007, subject to a 20%, or $200, holdback. At the conclusion of the Uncollared ASR, we may receive additional shares, or we may be required to pay additional cash or shares (at our option), based on the VWAP of our common stock during the agreement term. At December 1, 2007, the $200 holdback was shown on our condensed consolidated balance sheet as prepaid stock repurchase in shareholders’ equity.

 

14



 

$ in millions, except per share amounts

 

The following table presents share repurchases under the ASR program (shares in millions):

 

 

 

Three Months
Ended

 

Nine Months
Ended

 

 

 

December 1,
2007

 

December 1,
2007

 

Collared ASR

 

 

 

 

 

Shares received

 

 

38.7

 

Payments made

 

$

 

$

2,000

 

 

 

 

 

 

 

Uncollared ASR

 

 

 

 

 

Shares received

 

 

17.0

 

Payments made

 

$

 

$

1,000

 

 

 

 

 

 

 

Total shares received

 

 

55.7

 

Total payments made

 

$

 

$

3,000

 

 

           Note: The ASR program is scheduled to conclude in February 2008, although in certain circumstances the termination date may be modified. The actual number of shares repurchased will be determined at the completion of the ASR program.

 

8.                         Comprehensive Income

 

Comprehensive income is computed as net earnings plus other items that are recorded directly to shareholders’ equity. In addition to net earnings, the components of comprehensive income are foreign currency translation adjustments and unrealized gains or losses, net of tax, on available-for-sale marketable equity securities. Foreign currency translation adjustments do not include a provision for income tax expense when earnings from foreign operations are considered to be indefinitely reinvested outside the U.S. Comprehensive income was $346 and $123 in the three months ended December 1, 2007, and November 25, 2006, respectively, and $964 and $633 in the nine months ended December 1, 2007, and November 25, 2006, respectively.

 

9.                         Segments

 

We operate two reportable segments: Domestic and International. The Domestic segment is comprised of all U.S. store, call center and online operations. The International segment is comprised of all store, call center and online operations outside the U.S. We have included Speakeasy, which we acquired on May 1, 2007, in the Domestic segment. Our segments are evaluated on an operating income basis, and a stand-alone tax provision is not calculated for each segment. To conform to the current-year presentation, we reclassified to the International segment $3 and $6 of SG&A support costs for the three and nine months ended November 25, 2006, respectively, which were reported as part of the Domestic segment in fiscal 2007. The other accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended March 3, 2007.

 

Revenue by reportable segment was as follows:

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

December 1,
2007

 

November 25,
2006

 

December 1,
2007

 

November 25,

2006

 

Domestic

 

$

8,206

 

$

7,164

 

$

22,144

 

$

19,947

 

International

 

1,722

 

1,309

 

4,461

 

3,088

 

Total revenue

 

$

9,928

 

$

8,473

 

$

26,605

 

$

23,035

 

 

15



 

$ in millions, except per share amounts

 

Operating income by reportable segment and the reconciliation to earnings before income tax expense, minority interest and equity in loss of affiliates were as follows:

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

December 1,
2007

 

November 25,
2006

 

December 1,
2007

 

November 25,

2006

 

Domestic

 

$

329

 

$

189

 

$

957

 

$

853

 

International

 

22

 

7

 

61

 

10

 

Total operating income

 

351

 

196

 

1,018

 

863

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Investment income and other

 

32

 

31

 

98

 

91

 

Interest expense

 

(23

)

(7

)

(53

)

(23

)

Earnings before income tax expense, minority interest and equity in loss of affiliates

 

$

360

 

$

220

 

$

1,063

 

$

931

 

 

Assets by reportable segment were as follows:

 

 

 

December 1,
2007

 

March 3,
2007

 

November 25,
2006

 

Domestic

 

$

11,237

 

$

10,614

 

$

12,302

 

International

 

4,237

 

2,956

 

3,382

 

Total assets

 

$

15,474

 

$

13,570

 

$

15,684

 

 

Goodwill by reportable segment was as follows:

 

 

 

December 1,
2007

 

March 3,
2007

 

November 25,
2006

 

Domestic

 

$

452

 

$

375

 

$

383

 

International

 

634

 

544

 

608

 

Total goodwill

 

$

1,086

 

$

919

 

$

991

 

 

The changes in the Domestic goodwill balance since March 3, 2007, and November 25, 2006, were due primarily to the acquisition of Speakeasy. The increase in the International goodwill balance since November 25, 2006, was due primarily to fluctuations in foreign currency exchange rates, partially offset by the finalization of Five Star’s purchase price allocation. The increase in the International goodwill balance since March 3, 2007 was due primarily to fluctuations in foreign currency exchange rates.

 

Tradenames by reportable segment were as follows:

 

 

 

December 1,
2007

 

March 3,
2007

 

November 25,
2006

 

Domestic

 

$

23

 

$

17

 

$

17

 

International

 

73

 

64

 

66

 

Total tradenames

 

$

96

 

$

81

 

$

83

 

 

Tradenames included in our balance sheets were comprised of indefinite-lived intangible assets related to our Pacific Sales and Speakeasy tradenames, which are included in the Domestic segment, and to our Future Shop and Five Star tradenames, which are included in the International segment.

 

10.                   Contingencies

 

We are involved in various legal proceedings arising in the normal course of conducting business. We believe the amounts provided in our consolidated financial statements are adequate in consideration of the probable and estimable liabilities. The resolution of those proceedings is not expected to have a material effect on our consolidated results of operations or financial condition.

 

16



 

$ in millions, except per share amounts

 

11.                Condensed Consolidating Financial Information

 

Our convertible debentures, which mature in 2022, are guaranteed by our wholly-owned indirect subsidiary Best Buy Stores, L.P. Investments in subsidiaries of Best Buy Stores, L.P. which have not guaranteed the convertible debentures, are accounted for under the equity method. We reclassified certain prior-year amounts as described in Note 1, Basis of Presentation, in this Quarterly Report on Form 10-Q. The aggregate principal balance and carrying amount of our convertible debentures was $402 at December 1, 2007.

 

The debentures may be converted into shares of our common stock if certain criteria are met. These criteria are described in Note 5, Debt, of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended March 3, 2007. During a portion of the nine months ended November 25, 2006, our closing stock price exceeded the specified stock price for more than 20 trading days in a 30-trading-day period. Therefore, debenture holders had the option to convert their debentures into shares of our common stock. However, no debenture was so converted. Due to changes in the price of our common stock, the debentures were no longer convertible at November 25, 2006.

 

We file a consolidated U.S. federal income tax return. Income taxes are allocated in accordance with our tax allocation agreement. U.S. affiliates receive no tax benefit for taxable losses, but are allocated taxes at the required effective income tax rate if they have taxable income.

 

The following tables present condensed consolidating balance sheets at December 1, 2007; March 3, 2007; and November 25, 2006; condensed consolidating statements of earnings for the three and nine months ended December 1, 2007, and November 25, 2006; and condensed consolidating statements of cash flows for the nine months ended December 1, 2007, and November 25, 2006:

 

17



 

$ in millions, except per share amounts

Condensed Consolidating Balance Sheets

At December 1, 2007

(Unaudited)

 

 

 

Best Buy
Co., Inc.

 

Guarantor
Subsidiary

 

Non-
Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

282

 

$

76

 

$

961

 

$

 

$

1,319

 

Short-term investments

 

201

 

 

94

 

 

295

 

Receivables

 

2

 

483

 

254

 

 

739

 

Merchandise inventories

 

 

5,960

 

1,882

 

(391

)

7,451

 

Other current assets

 

3

 

136

 

545

 

(11

)

673

 

Intercompany receivable

 

 

 

8,026

 

(8,026

)

 

Intercompany note receivable

 

500

 

 

 

(500

)

 

Total current assets

 

988

 

6,655

 

11,762

 

(8,928

)

10,477

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Property and Equipment

 

234

 

2,050

 

976

 

 

3,260

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

6

 

1,080

 

 

1,086

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradenames

 

 

 

96

 

 

96

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity and Other Investments

 

19

 

3

 

212

 

(4)

 

230

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Assets

 

35

 

59

 

231

 

 

325

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in Subsidiaries

 

7,346

 

265

 

1,346

 

(8,957

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

8,622

 

$

9,038

 

$

15,703

 

$

(17,889

)

$

15,474