<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 4, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ___________
COMMISSION FILE NUMBER: 1-12203
INGRAM MICRO INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 62-1644402
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1600 E. ST. ANDREW PLACE, SANTA ANA, CALIFORNIA 92799-5125
(Address, including zip code, of principal executive offices)
(714) 566-1000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
The Registrant had 38,271,346 shares of Class A Common Stock, par value $.01 per
share, and 99,664,302 shares of Class B Common Stock, par value $.01 per share,
outstanding at April 4, 1998.
<PAGE> 2
INGRAM MICRO INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Consolidated Balance Sheet at April 4, 1998 and January 3, 1998 3
Consolidated Statement of Income for the thirteen weeks ended
April 4, 1998 and March 29, 1997 4
Consolidated Statement of Cash Flows for the thirteen weeks ended
April 4, 1998 and March 29, 1997 5
Notes to Consolidated Financial Statements 6-7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8-11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 12
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INGRAM MICRO INC.
CONSOLIDATED BALANCE SHEET
(Dollars in 000s, except per share data)
<TABLE>
<CAPTION>
APRIL 4, JANUARY 3,
1998 1998
------------ ------------
<S> <C> <C>
(UNAUDITED)
ASSETS
Current assets:
Cash $ 103,694 $ 92,212
Trade accounts receivable (less allowances of $52,254 and
$48,541 at April 4, 1998 and January 3, 1998, respectively) 1,791,934 1,635,728
Inventories 2,278,665 2,492,646
Other current assets 202,447 225,408
------------ ------------
Total current assets 4,376,740 4,445,994
Property and equipment, net 228,726 215,148
Goodwill, net 141,690 142,478
Other 128,273 128,531
------------ ------------
Total assets $ 4,875,429 $ 4,932,151
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,282,210 $ 2,415,001
Accrued expenses 280,372 292,515
Current maturities of long-term debt 28,638 21,869
------------ ------------
Total current liabilities 2,591,220 2,729,385
Long-term debt 1,126,986 1,119,262
Other 30,896 23,843
------------ ------------
Total liabilities 3,749,102 3,872,490
Minority interest 4,890 4,862
Commitments and contingencies
Redeemable Class B Common Stock 8,129 16,593
Stockholders' equity:
Preferred Stock, $0.01 par value, 1,000,000 shares
authorized; no shares issued and outstanding -- --
Class A Common Stock, $0.01 par value, 265,000,000 shares
authorized; 38,271,346 and 37,366,389 shares issued
and outstanding at April 4, 1998 and January 3, 1998, respectively 383 374
Class B Common Stock, $0.01 par value, 135,000,000
shares authorized; 99,664,302 and 99,714,672 shares issued and
outstanding (including 1,161,250 and 2,370,400 redeemable shares)
at April 4, 1998 and January 3, 1998, respectively 985 973
Additional paid in capital 505,822 484,912
Retained earnings 622,977 566,441
Cumulative translation adjustment (16,643) (14,236)
Unearned compensation (216) (258)
------------ ------------
Total stockholders' equity 1,113,308 1,038,206
------------ ------------
Total liabilities and stockholders' equity $ 4,875,429 $ 4,932,151
============ ============
</TABLE>
See accompanying notes to these consolidated financial statements.
3
<PAGE> 4
INGRAM MICRO INC.
CONSOLIDATED STATEMENT OF INCOME
(Dollars in 000s, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
---------------------------------
APRIL 4, MARCH 29,
1998 1997
----------- -----------
<S> <C> <C>
Net sales $ 5,150,088 $ 3,649,978
Cost of sales 4,820,178 3,415,270
----------- -----------
Gross profit 329,910 234,708
Expenses:
Selling, general and administrative 212,611 154,145
Noncash compensation charge 1,148 1,813
----------- -----------
213,759 155,958
----------- -----------
Income from operations 116,151 78,750
Other (income) expense:
Interest income (1,413) (814)
Interest expense 19,272 7,308
Net foreign currency exchange loss 1,575 63
Other 2,680 3,148
----------- -----------
22,114 9,705
----------- -----------
Income before income taxes and
minority interest 94,037 69,045
Provision for income taxes 37,474 28,453
----------- -----------
Income before minority interest 56,563 40,592
Minority interest 27 215
----------- -----------
Net income $ 56,536 $ 40,377
=========== ===========
Basic earnings per share $ 0.41 $ 0.30
=========== ===========
Diluted earnings per share $ 0.38 $ 0.28
=========== ===========
</TABLE>
See accompanying notes to these consolidated financial statements.
4
<PAGE> 5
INGRAM MICRO INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in 000s)
(Unaudited)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
APRIL 4, MARCH 29,
1998 1997
--------- ---------
<S> <C> <C>
Cash provided (used) by operating activities:
Net income $ 56,536 $ 40,377
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and amortization 15,402 10,326
Deferred income taxes (1,138) (1,892)
Minority interest 27 215
Noncash compensation charge 1,148 1,813
Changes in operating assets and liabilities
Trade accounts receivable (165,131) (81,599)
Inventories 206,658 (322,031)
Other current assets 33,400 (3,916)
Accounts payable (127,887) 114,732
Accrued expenses (8,778) 50,620
--------- ---------
Cash provided (used) by operating activities 10,237 (191,355)
Cash provided (used) by investing activities:
Purchase of property & equipment (27,052) (19,358)
Other (4,633) (1,955)
--------- ---------
Cash used by investing activities (31,685) (21,313)
Cash provided (used) by financing activities:
Redemption of Redeemable Class B Stock (335) --
Exercise of stock options including tax benefits 11,696 6,276
(Repayments) proceeds of debt (452) 53,135
Net borrowings under revolving credit facility 22,453 168,750
--------- ---------
Cash provided by financing activities 33,362 228,161
Effect of exchange rate changes on cash (432) (1,634)
--------- ---------
Increase in cash 11,482 13,859
Cash, beginning of period 92,212 48,279
--------- ---------
Cash, end of period $ 103,694 $ 62,138
========= =========
Supplemental disclosure of cash flow information:
Cash payments during the period:
Interest $ 19,038 $ 7,089
Income taxes 13,754 15,324
</TABLE>
See accompanying notes to these consolidated financial statements.
5
<PAGE> 6
INGRAM MICRO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLARS IN 000S, EXCEPT PER SHARE DATA)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Ingram Micro Inc. (the "Company" or "Ingram Micro"), is primarily
engaged in wholesale distribution of computer-based technology products and
services worldwide. The Company conducts the majority of its operations in North
America, Europe, and Latin America. In November 1996, the Company's former
parent, Ingram Industries Inc. ("Ingram Industries"), consummated a split-off of
the Company in a tax-free reorganization (the "Split-Off"). In connection with
the Split-Off, certain stockholders of Ingram Industries exchanged all or some
of their shares of Ingram Industries Common Stock for 107,251,362 shares of
Class B Common Stock of the Company in specified ratios.
The consolidated financial statements included herein have been prepared
by the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, the
accompanying unaudited consolidated financial statements contain all material
adjustments, consisting of only normal recurring adjustments, necessary to
present fairly the financial position of the Company and its wholly-owned and
majority-owned subsidiaries as of April 4, 1998 and the results of their
operations and cash flows for the thirteen weeks ended April 4, 1998 and March
29, 1997. All significant intercompany accounts and transactions have been
eliminated in consolidation. The results of operations for the thirteen week
periods may not be indicative of the results of operations that can be expected
for the full year.
NOTE 2 - EARNINGS PER SHARE
Effective in the fourth quarter of fiscal year 1997, the Company adopted
Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("FAS
128") and related interpretations. FAS 128 requires dual presentation of Basic
Earnings per Share ("Basic EPS") and Diluted Earnings per Share ("Diluted EPS").
Basic EPS excludes dilution and is computed by dividing net income by the
weighted average number of common shares outstanding during the reported period.
Diluted EPS reflects the potential dilution that could occur if stock options
and other commitments to issue common stock were exercised using the treasury
stock method. Earnings per share for all prior periods have been restated to
reflect the adoption of FAS 128.
The composition of Basic EPS and Diluted EPS is as follows:
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
APRIL 4, MARCH 29,
1998 1997
------------ ------------
<S> <C> <C>
Net income $ 56,536 $ 40,377
============ ============
Weighted average shares 137,409,171 134,773,566
============ ============
Basic earnings per share $ 0.41 $ 0.30
============ ============
Weighted average shares including
the dilutive effect of stock options
(11,652,658 and 10,595,755 for the thirteen weeks
ended April 4, 1998 and March 29, 1997, respectively) 149,061,829 145,369,321
============ ============
Diluted earnings per share $ 0.38 $ 0.28
============ ============
</TABLE>
NOTE 3 - COMMON STOCK
The Company has two classes of Common Stock, consisting of 265,000,000
authorized shares of $0.01 par value
6
<PAGE> 7
INGRAM MICRO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLARS IN 000S, EXCEPT PER SHARE DATA)
Class A Common Stock and 135,000,000 authorized shares of $0.01 par value Class
B Common Stock, and 1,000,000 authorized shares of $0.01 par value Preferred
Stock. Class A stockholders are entitled to one vote on each matter to be voted
on by the stockholders whereas Class B stockholders are entitled to ten votes on
each matter to be voted on by the stockholders. The two classes of stock have
the same rights in all other respects. Each share of Class B Common Stock may at
any time be converted to a share of Class A Common Stock; however, conversion
will occur automatically on the earliest to occur of (i) November 6, 2001; (ii)
the sale or transfer of such share of Class B Common Stock to any person not
specifically authorized to hold such shares by the Company's Certificate of
Incorporation; or (iii) the date on which the number of shares of Class B Common
Stock then outstanding represents less than 25% of the aggregate number of
shares of Class A Common Stock and Class B Common Stock then outstanding.
NOTE 4 - COMPREHENSIVE INCOME
Effective in the first quarter of fiscal 1998, the Company adopted
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" ("FAS 130"). FAS 130 establishes standards for reporting and displaying
of comprehensive income and its components in the Company's consolidated
financial statements. Comprehensive income is defined in FAS 130 as the change
in equity (net assets) of a business enterprise during a period from
transactions and other events and circumstances from nonowner sources. Total
comprehensive income was $55,088 and $35,391 for the thirteen weeks ended April
4, 1998 and March 29, 1997, respectively. The primary difference from net income
as reported is the tax affected change in cumulative translation adjustment.
NOTE 5 - NEW ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 131, "Disclosure about Segments of an
Enterprise and Related Information" ("FAS 131"), which will become effective in
fiscal 1998. FAS 131 establishes standards for the way publicly-held companies
report information about operating segments as well as disclosures about
products and services, geographic areas and major customers. However, the
Company does not expect the adoption of FAS 131 to have a material impact on its
reported consolidated financial condition or results of operations.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth the Company's net sales by geographic
region (excluding intercompany sales), and the percentage of total net sales
represented thereby, for each of the periods indicated.
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
APRIL 4, MARCH 29,
1998 1997
----------------------- -----------------------
<S> <C> <C> <C> <C>
NET SALES BY GEOGRAPHIC REGION: (dollars in millions)
United States $3,456 67.1% $2,478 67.9%
Europe 1,175 22.8% 758 20.8%
Other international 519 10.1% 414 11.3%
----------------------- -----------------------
Total $5,150 100.0% $3,650 100.0%
======================= =======================
</TABLE>
The following table sets forth certain items from the Company's Consolidated
Statement of Income as a percentage of net sales, for each of the periods
indicated.
<TABLE>
<CAPTION>
PERCENTAGE OF NET SALES
--------------------------
THIRTEEN WEEKS ENDED
APRIL 4, MARCH 29,
1998 1997
---------- ----------
<S> <C> <C>
Net sales 100.0% 100.0%
Cost of sales 93.6% 93.6%
---------- ----------
Gross profit 6.4% 6.4%
Expenses:
SG&A expenses 4.2% 4.2%
Noncash compensation charge 0.0% 0.0%
---------- ----------
Income from operations 2.2% 2.2%
Other expense, net 0.4% 0.3%
---------- ----------
Income before income taxes and minority interest 1.8% 1.9%
Provision for income taxes 0.7% 0.8%
Minority interest 0.0% 0.0%
---------- ----------
Net income 1.1% 1.1%
========== ==========
</TABLE>
THIRTEEN WEEKS ENDED APRIL 4, 1998 COMPARED TO THIRTEEN WEEKS ENDED MARCH 29,
1997
Consolidated net sales increased 41.1% to $5.15 billion in the first
quarter of 1998 from $3.65 billion in the first quarter of 1997. The increase in
worldwide net sales was attributable to growth in the microcomputer products
industry in general, the addition of new customers, increased sales to the
existing customer base, improved product availability, and expansion of the
Company's product offerings.
8
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS CONTINUED
Net sales from U.S. operations increased 39.5% to $3.46 billion in the
first quarter of 1998 from $2.48 billion in the first quarter of 1997. In
addition to the factors above that impacted net sales worldwide, U.S. net sales
were positively impacted by the acquisition of Intelligent Electronics Inc.'s
Reseller Network Division ("RND"), which was completed on July 18, 1997.
Concurrent with the RND acquisition, the Company more fully integrated its
master reseller business into its wholesale distribution business. Net sales
from European operations increased 55.1% to $1.17 billion in the first quarter
of 1998 from $757.6 million in the first quarter of 1997. Other international
net sales increased 25.3% to $519.0 million in the first quarter of 1998 from
$414.4 million in the first quarter of 1997, due to growth in net sales of the
Company's Latin American, Canadian and Export Division operations.
Cost of sales as a percentage of net sales remained constant at 93.6% in
the first quarter of 1998 compared to the first quarter of 1997.
Total SG&A expenses increased 37.9% to $212.6 million in the first
quarter of 1998 from $154.1 million in the first quarter of 1997, but remained
constant as a percentage of net sales at 4.2% in the first quarter of 1998 and
the first quarter of 1997. The increased level of spending was attributable to
expenses required to support expansion of the Company's business, consisting
primarily of incremental personnel and support costs, lease payments relating to
new operating facilities, and expenses associated with the development and
maintenance of information systems.
Noncash compensation charges decreased 36.7% to $1.1 million in the
first quarter of 1998 from $1.8 million in the first quarter of 1997. The amount
of noncash compensation charges varies from year to year due to the impact of
vesting and forfeitures related to the underlying stock options. The Company
expects to record additional noncash compensation charges of $1.2 million in
each of the second, third and fourth quarters of 1998.
Income from operations increased 47.5% to $116.2 million in the first
quarter of 1998 from $78.8 million in the first quarter of 1997, and, as a
percentage of net sales, remained constant at 2.2% in the first quarter of 1998
and the first quarter of 1997. Income from operations in the United States
remained constant as a percentage of net sales at 2.7% in the first quarter of
1998 and the first quarter of 1997. Income from operations in Europe increased
as a percentage of European net sales to 1.7% in the first quarter of 1998 from
1.0% in the first quarter of 1997 due to sales increasing at a faster rate than
operating expenses. Income from operations for other international regions
decreased as a percentage of net sales to 1.0% in the first quarter of 1998 from
1.8% in the first quarter of 1997 due to the impact of higher cost of sales as a
percentage of other international net sales.
Other expense, net, which consists primarily of interest expense,
foreign currency exchange losses, and miscellaneous non-operating expenses,
increased 127.9% to $22.1 million in the first quarter of 1998 from $9.7 million
in the first quarter of 1997, and increased as a percentage of net sales to 0.4%
in the first quarter of 1998 from 0.3% in the first quarter of 1997. The
increase in other expense, net, is primarily attributable to increased interest
expense in the first quarter of 1998 as a result of increased borrowings to
finance acquisitions and the expansion of the Company's business.
The provision for income taxes increased 31.7% to $37.5 million in the
first quarter of 1998 from $28.5 million in the first quarter of 1997,
reflecting the 36.2% increase in the Company's income before income taxes and
minority interest. The Company's effective tax rate was 39.9% in the first
quarter of 1998 compared to 41.2% in the first quarter of 1997. The decrease in
the effective tax rate was primarily due to the reduction in the noncash
compensation charge, much of which is not deductible for tax purposes, as well
as certain international taxes in 1998.
Excluding noncash compensation charges, net income increased 37.4% to
$57.5 million in the first quarter of 1998 from $41.8 million in the first
quarter of 1997 and, as a percentage of net sales, decreased to 1.1% in the
first quarter of 1998 from 1.2% in the first quarter of 1997. Pro forma diluted
earnings per share, excluding noncash compensation charges, increased 34.5% to
$0.39 in the first quarter of 1998 from $0.29 in the first quarter of 1997. Net
income, including noncash compensation charges, increased 40.0% to $56.5 million
in the first quarter of 1998 from $40.4 million in the first quarter of 1997.
Diluted earnings per share, including the noncash compensation charge, increased
35.7% to $0.38 in the first quarter of 1998 from $0.28 in the first quarter of
1997.
9
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS CONTINUED
QUARTERLY DATA; SEASONALITY
The Company's quarterly sales and operating results have varied in the
past and will likely continue to do so in the future as a result of seasonal
variations in the demand for the products and services offered by the Company,
the introduction of new hardware and software technologies and products offering
improved features and functionality, the introduction of new products and
services by the Company and its competitors, the loss or consolidation of a
significant supplier or customer, changes in the level of operating expenses,
inventory adjustments, product supply constraints, competitive conditions
including pricing, interest rate fluctuations, the impact of acquisitions,
currency fluctuations, and general economic conditions. The Company's narrow
operating margins may magnify such fluctuations, particularly on a quarterly
basis.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its growth and cash needs largely through
income from operations, borrowings, trade and supplier credit, and the public
sale of 23,200,000 shares of its Class A Common Stock at $18.00 per share in the
IPO completed in November 1996.
Cash provided by operating activities was $10.2 million in the first
quarter of 1998 as compared to cash used by operating activities of $191.4
million in the first quarter of 1997. The significant increase in cash provided
by operating activities in the first quarter of 1998 compared to the first
quarter of 1997 was largely attributable to a greater decrease in inventories
during the first quarter of 1998 than in the first quarter of 1997, as well as
the increase in net income, partially offset by a greater decrease in accounts
payable and a greater increase in accounts receivable in the first quarter of
1998 than in the first quarter of 1997.
Net cash used by investing activities was $31.7 million in the first
quarter of 1998 compared to $21.3 million in the first quarter of 1997. The
increase was due to the Company's expansion of warehouse and other facilities.
Net cash provided by financing activities was $33.4 million in the first
quarter of 1998 compared to $228.2 million in the first quarter of 1997. The
decrease in net cash provided by financing activities was caused primarily by
the reduction in proceeds drawn under the revolving credit facility and new
long-term debt in the first quarter of 1998 as compared to the first quarter of
1997.
Concurrently with the completion of the IPO, the Company entered into a
$1 billion credit facility with a syndicate of banks for which NationsBank of
Texas N.A. and The Bank of Nova Scotia acted as agents. In 1997, the Company
entered into two additional credit facilities which together provide an
additional $650 million, bringing the total amount available to the Company
under these facilities to $1.65 billion. Under the credit facilities, the
Company is required to comply with certain financial covenants, including
minimum tangible net worth, restrictions on funded debt, current ratio and
interest coverage. The credit facilities also restrict the Company's ability to
pay dividends. Borrowings are subject to the satisfaction of customary
conditions, including the absence of any material adverse change in the
Company's business or financial condition. At April 4, 1998, the Company had
$948.3 million in outstanding borrowings under the credit facilities.
From February 1993 through the Split-Off, the Company had an agreement
with Ingram Industries whereby the Company sold all of its domestic trade
accounts receivable to Ingram Industries on an ongoing basis. Ingram Industries
transferred certain trade accounts receivable from the Company and other Ingram
Industries affiliates to a trust which sold certificates representing undivided
interests in the total pool of trade receivables without recourse. As of
November 1, 1996, Ingram Industries had sold $160 million of medium-term
certificates with various commencement dates between June 1, 1998 and February
1, 2004. In addition, approximately $13 million of trust certificate-backed
commercial paper was outstanding on the Split-Off date. In connection with the
Split-Off, in partial satisfaction of amounts due to Ingram Industries, the
Ingram Industries accounts receivable securitization program was assumed by the
Company, which is now the sole seller of receivables. Assumption of the
securitization program resulted in a $160 million reduction of trade accounts
receivable and long-term debt on the Company's subsequent consolidated balance
sheets. Under the amended program, certain of the Company's domestic receivables
are transferred to the trust. The Company believes the amended program contains
sufficient trade accounts receivable to support the outstanding fixed-rate
medium term certificates as well as an unspecified amount under a variable rate
certificate which supports the commercial paper program. At April 4, 1998 and
January 3, 1998, the amount of commercial paper outstanding totaled $150
million. The commercial paper program arrangement with the trust extends to
December 31, 1999, renews biannually, subject to certain conditions, and has a
final termination date of February 10, 2013.
10
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS CONTINUED
NEW ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 131, "Disclosure about Segments of an
Enterprise and Related Information" ("FAS 131"), which will become effective in
fiscal 1998. FAS 131 establishes standards for the way publicly-held companies
report information about operating segments as well as disclosures about
products and services, geographic areas and major customers. However, the
Company does not expect the adoption of FAS 131 to have a material impact on its
reported consolidated financial condition or results of operations.
CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
In connection with the "safe-harbor" provisions of the Private
Securities Litigation Reform Act of 1995, the Company, in its Annual Report on
Form 10-K for the year ended January 3, 1998, outlined cautionary statements
identifying important factors that could cause the Company's actual results to
differ materially from those projected in forward-looking statements made by, or
on behalf of, the Company. Such forward-looking statements, as made within this
Form 10-Q, should be considered in conjunction with the information included in
the Company's Annual Report on Form 10-K for the year ended January 3, 1998,
including Exhibit 99.01 attached thereto; other risks or uncertainties may be
detailed from time to time in the Company's future Securities and Exchange
Commission filings.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
11
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
No. Description
--- -----------
27 Financial Data Schedule
b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the thirteen
weeks ended April 4, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INGRAM MICRO INC.
By: /s/ Michael J. Grainger
------------------------------------------------
Name: Michael J. Grainger
Title: Executive Vice President and Worldwide Chief
Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
May 19, 1998
12
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
--- -----------
<C> <S>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-02-1999
<PERIOD-START> JAN-04-1998
<PERIOD-END> APR-04-1998
<CASH> 103,694
<SECURITIES> 0
<RECEIVABLES> 1,844,188
<ALLOWANCES> 52,254
<INVENTORY> 2,278,665
<CURRENT-ASSETS> 4,376,740
<PP&E> 369,260
<DEPRECIATION> 140,534
<TOTAL-ASSETS> 4,875,429
<CURRENT-LIABILITIES> 2,591,220
<BONDS> 0
0
0
<COMMON> 1,368
<OTHER-SE> 1,111,940
<TOTAL-LIABILITY-AND-EQUITY> 4,875,429
<SALES> 5,150,088
<TOTAL-REVENUES> 5,150,088
<CGS> 4,820,178
<TOTAL-COSTS> 5,033,937
<OTHER-EXPENSES> 4,255
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,272
<INCOME-PRETAX> 94,037
<INCOME-TAX> 37,474
<INCOME-CONTINUING> 56,536
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 56,536
<EPS-PRIMARY> 0.41
<EPS-DILUTED> 0.38
</TABLE>
