FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
X QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1995
Commission file number: 1-5731
Rexel, Inc.
(Exact name of registrant as
specified in its charter)
New York 13-1474527
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 Alhambra Circle, Coral Gables, Florida 33134
(Address of principal executive offices) (Zip Code)
(305) 446-8000
(Registrant's telephone number,
including area code)
Willcox & Gibbs, Inc.
(Former name, 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 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 number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
<TABLE>
<CAPTION>
Date Class Shares Outstanding
---- ----- ------------------
<S> <C> <C>
July 28, 1995 Common Stock 24,114,138
------------- ------------ ----------
</TABLE>
<PAGE>
REXEL, INC.
INDEX
-----
<TABLE>
<CAPTION>
Page Number
-----------
<S> <C> <C>
Part I - Financial Information
Condensed Consolidated Balance Sheets (Unaudited)
at June 30, 1995 and December 31, 1994................. 1
Condensed Consolidated Statements of Income
(Unaudited) for the Six and Three Months Ended
June 30, 1995 and 1994................................. 2
Condensed Consolidated Statements of Cash Flows
(Unaudited) for the Six Months Ended June 30, 1995
and 1994............................................... 3
Notes to Unaudited Condensed Consolidated
Financial Statements................................... 4
Report of Independent Accountants........................ 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 7
Part II - Other Information.........................................10
</TABLE>
<PAGE>
REXEL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's omitted, except for share amounts)
<TABLE>
<CAPTION>
June 30, Dec. 31,
1995 1994
-------- --------
(UNAUDITED)
<S> <C> <C>
ASSETS
-------
Current Assets
Cash and Cash Equivalents $ 15,290 $ 23,843
Accounts and Notes Receivable - Net 147,998 142,997
Inventories of Finished Goods 101,646 111,276
Income Taxes Receivable 1,380 3,385
Prepaid Expenses and Other Current Assets 7,384 8,930
Deferred Income Taxes 1,888 1,888
-------- --------
Total Current Assets 275,586 292,319
Investments and Noncurrent Receivables 4,457 5,330
Fixed Assets - Net 49,623 51,854
Other Assets 4,178 3,759
Deferred Income Taxes 1,349 1,253
Cost in Excess of Net Assets of Acquired
Businesses - Net 59,157 59,972
-------- --------
$394,350 $414,487
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities
Current Installments of Long-Term Debt $ 7,924 $ 24,894
Accounts and Notes Payable - Trade and
Other Liabilities 150,352 155,282
Deferred Income Taxes 630 630
-------- --------
Total Current Liabilities 158,906 180,806
Long-Term Debt 87,353 94,761
Other Long-Term Liabilities 3,955 4,440
Deferred Income Taxes 3,220 3,028
Stockholders' Equity
Preferred Stock (Authorized 600,000 Shares,
None Issued) 0 0
Preference Stock (Authorized 2,000,000 Shares,
None Issued) 0 0
Common Stock (24,705,233 Shares Issued) 24,705 24,705
Capital Surplus 81,354 81,354
Retained Earnings 39,977 30,805
Marketable Equity Security Adjustment (583) (875)
Treasury Stock, at Cost (591,095 Shares) (4,537) (4,537)
-------- --------
140,916 131,452
-------- --------
$394,350 $414,487
======== ========
</TABLE>
See accompanying report of independent accountants and notes
to unaudited condensed consolidated financial statements.
<PAGE>
REXEL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(000's omitted, except for per share amounts)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30 JUNE 30
----------------- ------------------
1995 1994 1995 1994
----------------- ------------------
(UNAUDITED) (UNAUDITED)
----------------- ------------------
<S> <C> <C> <C> <C>
NET SALES $567,514 $509,073 $288,686 $264,466
Cost Of Goods Sold 455,420 406,047 231,908 211,764
-------- -------- -------- --------
Gross Profit 112,094 103,026 56,778 52,702
Selling and Administrative Expenses 91,001 90,631 45,625 45,570
-------- -------- -------- --------
Operating Profit 21,093 12,395 11,153 7,132
-------- -------- -------- --------
Interest Expense 4,812 4,368 2,402 2,123
-------- -------- -------- --------
Other Income - Net 99 143 76 67
-------- -------- -------- --------
Income From Continuing Operations
Before Income Taxes 16,380 8,170 8,827 5,076
Provision For Income Taxes 7,208 3,595 3,885 2,234
-------- -------- -------- --------
Income From Continuing Operations 9,172 4,575 4,942 2,842
Discontinued Operations Net Of Income
Tax Expense 0 607 0 375
-------- -------- -------- --------
NET INCOME $9,172 $5,182 $4,942 $3,217
======== ======== ======== ========
INCOME PER COMMON SHARE
Primary
Income From Continuing Operations $0.38 $0.20 $0.20 $0.12
Discontinued Operations 0.00 0.02 0.00 0.01
-------- -------- -------- --------
Net Income $0.38 $0.22 $0.20 $0.13
======== ======== ======== ========
Fully Diluted
Income From Continuing Operations $0.34 $0.20 $0.18 $0.12
Discontinued Operations 0.00 0.02 0.00 0.01
Net Income $0.34 $0.22 $0.18 $0.13
======== ======== ======== ========
Average Number of Common and Common
Equivalent Shares
Primary 24,250 23,315 24,348 24,440
======== ======== ======== ========
Fully Diluted 29,475 28,540 29,572 29,665
======== ======== ======== ========
DIVIDENDS PER COMMON SHARE $0.00 $0.00 $0.00 $0.00
======== ======== ======== ========
</TABLE>
See accompanying report of independent accountants and notes
to unaudited condensed consolidated financial statements.
<PAGE>
REXEL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(000's omitted)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
--------------------
1995 1994
--------------------
(UNAUDITED)
<S> <C> <C>
Net Cash Provided By Operating Activities $18,073 $23,022
------- -------
Cash Flows From Investing Activities:
Capital Expenditures (1,841) (4,432)
Other Investing Activities 78 (1,414)
------- -------
Net Cash Used In Investing Activities (1,763) (5,846)
------- -------
Cash Flows From Financing Activities:
Net Payments under Line of Credit
Arrangements 0 (49,890)
Sale of Common Stock to Rexel, S.A. 0 31,027
Other Debt Payments and Sundry Financing
Activities (24,863) (463)
-------- -------
Net Cash Used In Financing Activities (24,863) (19,326)
-------- --------
Net Decrease In Cash (8,553) (2,150)
Cash and Cash Equivalents at Beginning
of Period 23,843 19,131
------- -------
Cash and Cash Equivalents at End of
Period $15,290 $16,981
======= =======
</TABLE>
See accompanying report of independent accountants and notes
to unaudited condensed consolidated financial statements.
<PAGE>
REXEL, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying financial information should be read in conjunction with
the consolidated financial statements, including the notes thereto, for
the year ended December 31, 1994. The condensed consolidated balance
sheet as of December 31, 1994 has been summarized from the Company's
audited consolidated balance sheet as of that date.
2. Results for interim periods are not necessarily indicative of the results
to be expected for the year. The accompanying financial information
reflects all adjustments which are, in the opinion of Management, of a
normal, recurring nature and necessary for a fair statement of the results
for the periods.
3. Inventories are stated at the lower of LIFO cost or market.
4. Primary income per common share is computed by dividing net income by the
weighted average number of common and common equivalent shares outstanding
during the periods. Fully diluted income per share assumes the conversion
of convertible debentures and the resultant reduction in interest costs,
net of tax.
5. As previously reported, in 1994 the Company sold its apparel parts and
supplies distribution business ("Apparel"). Accordingly, this business is
included as discontinued operations in 1994 results of operations.
Summarized results of the discontinued operations are as follows (000's
omitted):
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, 1994 June 30, 1994
---------------- ------------------
<S> <C> <C>
Sales $38,841 $20,002
Net Income $ 607 $ 375
</TABLE>
Interest expense of $1,849 and $865, respectively, for the six and three
months ended June 30, 1994 has been allocated to Apparel operating results
based upon net assets of the Apparel operations.
6. Six month results for 1994 include charges in the first quarter of 1994
associated primarily with the resignation of an officer of the Company
totaling $2.1 million ($1.2 million net of tax).
<PAGE>
7. On August 11, 1995, the Company redeemed all of its outstanding 7%
Convertible Subordinated Debentures Due 2014, which had an original
principal amount of $50 million. Of such principal amount, $35.5 million
was redeemed for cash at a redemption price of 102.8% of principal, plus
accrued and unpaid interest to the redemption date, or a total redemption
payment of $36.5 million. The balance of the Debentures were converted in
accordance with the terms thereof into Common Stock of Rexel at a
conversion price of $9.57 per share, or a total of 1.5 million shares.
Funds for the redemption were provided through an increase to $100 million
in the Company's credit facility with NationsBank and Credit Lyonnais and
adding Societe Generale as a participant in such facility. Interest on
borrowings under such facility will be at floating and, through a rate
swap, fixed rates, and such rates are expected to be marginally lower than
the current interest rate being paid on the Debentures. The Company
anticipates extraordinary charges to earnings in the third quarter of 1995
of approximately $2.6 million ($1.6 million after tax) in connection with
the redemption. These charges result primarily from the premium paid to
redeem the Debentures and the acceleration of unamortized financing costs
associated with the issuance of the Debentures in 1989.
8. On May 15, 1995, the Company changed its name to Rexel, Inc.
9. To offset the variable rate characteristic of its revolving line of
credit, the Company entered into interest rate swap agreements with major
banks resulting in fixed interest rates of 6.31% on $15 million from June
24, 1996 through June 25, 2001 and 6.435% on an additional $15 million
from June 24, 1996 through June 23, 2003.
10. In 1994, the Company sold its apparel parts and supplies distribution
business ("Apparel") to WG, Inc. (the "Buyer") in exchange for
consideration that included an 8% note due January 31, 2002 of the Buyer
in the principal amount of $3 million (the "Note") and a warrant to
purchase shares of common stock of the Buyer (the "Warrant"). On July 26,
1995 the Company sold the Note, Warrant and certain other assets with a
total aggregate book value of approximately $3.1 million to the Buyer for
cash of approximately $4.1 million.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of
Rexel, Inc.:
We have reviewed the accompanying condensed consolidated balance sheet of
Rexel, Inc. (the "Company") as of June 30, 1995, and the related condensed
consolidated statements of income for the three-month and six-month periods
ended June 30, 1995 and 1994 and the related condensed consolidated statements
of cash flows for the six-month periods ended June 30, 1995 and 1994. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1994, and the
related consolidated statements of income, changes in stockholders' equity and
cash flows for the year then ended (not presented herein), and in our report
dated March 15, 1995, except as to the information presented in the Note 5, for
which the date is March 30, 1995, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth
in the accompanying condensed consolidated balance sheet as of December 31,
1994 is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.
Coopers & Lybrand L.L.P.
Miami, Florida
August 10, 1995
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Results of Operations
---------------------
Sales for the second quarter ended June 30, 1995 were up 9.2% to $288.7
million, compared with $264.5 million for the same period a year ago.
Income from continuing operations was $4.9 million, or $.20 per share, for
the second quarter of 1995, compared to $2.8 million, or $.12 per share, for
the same period in 1994. Included in the second quarter 1994 results were
charges totaling $0.7 million ($0.4 million net of tax), or $0.02 per share,
for severance, relocation and lease costs incurred in connection with the
Company's relocation of its corporate headquarters to Coral Gables, Fl.
Sales for the six months ended June 30, 1995 were up 11.5% to $567.5
million compared with $509.1 million for the same period a year ago.
Income from continuing operations was $9.2 million, or $.38 per share, for
the first six months of 1995 compared to $4.6 million, or $.20 per share, for
the same period in 1994. Included in the six months ended June 30, 1994
results were charges totaling $2.8 million ($1.6 million net of tax), or $0.07
per share, consisting of the relocation charges mentioned above and charges in
the first quarter of 1994 associated primarily with the resignation of an
officer of the Company totaling $2.1 million ($1.2 million net of tax).
As previously reported, in 1994 the Company sold its apparel parts and
supplies distribution businesses ("Apparel"). Accordingly, results of Apparel
are included as discontinued operations in 1994 results of operations.
The following table sets forth the percentages which certain income and
expense items bear to net sales:
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
---------------- ------------------
1995 1994 1995 1994
---------------- ------------------
<S> <C> <C> <C> <C>
Net Sales 100.0% 100.0% 100.0% 100.0%
====== ====== ====== ======
Gross Margin 19.8% 20.2% 19.7% 19.9%
Selling and Administrative
expenses 16.1 17.8 15.8 17.2
------ ----- ----- -----
Operating Profit 3.7 2.4 3.9 2.7
Interest Expense .8 .8 .8 .8
Other Income - - - -
------ ----- ----- -----
Income From Continuing Operations
Before Taxes 2.9% 1.6% 3.1% 1.9%
===== ===== ===== =====
</TABLE>
<PAGE>
The percentage increase in sales in the second quarter of 1995 was lower
than the first quarter of 1995, as residential construction slowed down. Same
store sales were up 10.6% in the second quarter of 1995 and 12.4% for the first
six months of 1995 compared to the same periods in 1994. While sales were up,
the gross profit percentage declined to 19.7% in the second quarter of 1995
from 19.9% in the 1994 period and to 19.8.% for six months ended June 30, 1995
from 20.2% in the 1994 period. This decline is primarily attributable to the
increased percentage of total sales shipped direct from the vendor to the
customer, which historically have lower margins than sales from inventory, a
decline in the Company's Utility Division margins due to lower margins under
utility supply contracts and adjustment of inventory LIFO reserves of $0.8
million and $1.4 million, respectively, for the quarter and six months ended
June 30, 1995, reflecting the impact of inflation in copper and other products.
Selling and administrative expenses increased $0.1 million and $0.4
million, respectively, for the quarter and six months ended June 30, 1995 as
compared to the comparable periods of the prior year. Excluding the 1994
relocation charges and charges associated with the resignation of an officer
mentioned above, selling and administrative charges, as a percentage of sales,
were 15.8% and 16.1%, respectively, for the quarter and six months ended June
30, 1995 as compared to 17.0% and 17.3%, respectively for the quarter and six
months ended June 30, 1994. These results reflect the benefits of cost control
programs initiated in 1994.
Interest cost increased by $0.3 million and $0.4 million, respectively,
for the quarter and six months ended June 30, 1995 compared to the same periods
of the prior year. However, $0.9 million and $1.8 million, respectively, was
allocated to the discontinued operations in the quarter and six months ended
June 30, 1994. After giving effect to this allocation, interest expense
actually declined $0.6 million and $1.4 million, respectively, for the quarter
and six months ended June 30, 1995 compared to the same periods of the prior
year as a result of lower levels of borrowing.
Liquidity; Capital Resources
----------------------------
The Company's working capital requirements continue to be met by
internally generated funds and short-term borrowings. Management believes
sufficient cash resources will be available to support its long-term growth
strategies through internally generated funds, credit arrangements and the
ability of the Company to obtain additional financing. However, no assurance
can be given that financing will continue to be available on attractive terms.
At June 30, 1995 the Company had cash of $15.3 million compared to cash at
December 31, 1994 of $23.8 million, and had $95.3 million of indebtedness for
borrowed money (including current installments and short-term debt) compared to
$119.7 million at December 31, 1994. The decrease in debt is primarily the
result of the $16.7 million payment of the Company's 4.375% Senior Note paid
June 30, 1995 and the $7.1 million installment payment of the 9.78% Senior
Notes paid in March 1995. As of June 30, 1995, there were no borrowings
outstanding under the Company's bank credit agreement and $40 million was
available for future borrowings.
During the first six months of 1995 the Company's operating activities
provided $18.1 million in cash compared to $23.0 million for the first six
months of 1994. Capital expenditures were $1.8 million in 1995 compared to
$4.4 million in 1994.
<PAGE>
The Company had a current ratio of 1.7 at June 30, 1995 compared to 1.6 at
December 31, 1994. The number of days cost of sales represented by inventory
was 69 days at June 30, 1995 compared to 75 days at December 31, 1994 and the
number of days sales represented by accounts receivable was 46 days at June 30,
1995 compared to 48 days at December 31, 1994. Trade working capital turnover
improved to 7.6 at June 30, 1995 from 7.1 at December 31, 1994. Excluding the
effects of LIFO reserves, average trade working capital declined $1.8 million
or 11.6% in the first six months of 1995 compared to 1994 while sales increased
$58.4 million or 11.5% for the same period, reflecting the results of improved
asset management. The ratio of borrowings (debt) to stockholders' equity
improved to 0.7 at June 30, 1995 from 0.9 at December 31, 1994.
On August 11, 1995, the Company redeemed all of its outstanding 7%
Convertible Subordinated Debentures Due 2014, which had an original principal
amount of $50 million. Of such principal amount, $35.5 million was redeemed
for cash at a redemption price of 102.8% of principal, plus accrued and unpaid
interest to the redemption date, or a total redemption payment of $36.5
million. The balance of the Debentures were converted in accordance with the
terms thereof into Common Stock of Rexel at a conversion price of $9.57 per
share, or a total of 1.5 million shares.
Funds for the redemption were provided through an increase to $100 million
in the Company's credit facility with NationsBank and Credit Lyonnais and
adding Societe Generale as a participant in such facility. Interest on
borrowings under such facility will be at floating and, through a rate swap,
fixed rates, and such rates are expected to be marginally lower than the
current interest rate being paid on the Debentures. The Company anticipates
extraordinary charges to earnings in the third quarter of 1995 of approximately
$2.6 million ($1.6 million after tax) in connection with the redemption. These
charges result primarily from the premium paid to redeem the Debentures and the
acceleration of unamortized financing costs associated with the issuance of the
Debentures in 1989. Restrictive covenants under the credit facility and also
under the Company's existing 9.78% Senior Notes due March 15, 2001 were
modified to permit the redemption and be more in line with the Company's growth
objectives.
To offset the variable rate characteristic of its revolving line of
credit, the Company entered into interest rate swap agreements with major banks
resulting in fixed interest rates of 6.31% on $15 million from June 24, 1996
through June 25, 2001 and 6.435% on an additional $15 million from June 24,
1996 through June 23, 2003.
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The Company held its annual meeting of stockholders on May 12, 1995. At
the meeting, the following persons were elected as directors of the Company by
the votes indicated below:
<TABLE>
<CAPTION>
Authority
Name For Withheld
---- --- ---------
<S> <C> <C>
Austin List 21,426,107 774,850
Alain C. Viry 21,423,648 777,309
Nicolas Sokolow 21,432,181 768,776
</TABLE>
In addition, the terms as directors of the Company of Frederic de Castro, John
B. Fraser, R. Gary Gentles, Eric Lomas, Gerald E. Morris and Serge Weinberg
continued after the meeting.
Also submitted to a vote of the stockholders were the following amendments
to the Company's Restated Certificate of Incorporation, which were adopted in
each case by the respective votes indicated below:
1. Amendment to change the name of the Company to Rexel, Inc.: For,
22,052,082 shares; Against, 102,020 shares; Abstaining, 46,855 shares; and
no broker non-votes.
2. Amendment to increase the number of authorized shares of Common Stock
of the Company from 35,000,000 to 45,000,000: For, 21,929,705 shares;
Against, 197,605 shares; Abstaining, 73,647 shares; and no broker non-
votes.
3. Amendment and restatement of the Certificate of Incorporation to
reflect the foregoing amendments and otherwise to eliminate or revise
certain outdated provisions: For, 21,922,127 shares; Against, 188,303
shares; Abstaining, 90,527 shares; and no broker non-votes.
In addition, a proposal to amend the Company's 1988 Stock Incentive Plan
to increase the number of shares authorized for issuance from 1,266,667 to
2,266,667, to limit the number of stock options which may be granted to any
employees in each calendar year and to make certain technical amendments
regarding the manner of determining the number of shares available under the
Plan was submitted to a vote of stockholders. This proposal was approved by
the following vote: For, 20,023,283 shares; Against, 2,068,618 shares;
Abstaining, 109,056 shares; and no broker non-votes.
<PAGE>
<TABLE>
<CAPTION>
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
<S> <C> <C>
(a) Exhibits
--------
Exhibit No. Description
----------- -----------
11.1 Computation of net income per common and common
equivalent shares.
15.1 Awareness letter of independent accountants.
27.1 Financial Data Schedule (Filed with EDGAR filing
only)
(b) Reports on Form 8-K
-------------------
During the quarter ended June 30, 1995, the Company filed a Report
on Form 8-K dated May 15, 1995, reporting under Item 5.
</TABLE>
<PAGE>
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
undersigned thereunto duly authorized.
REXEL, INC.
Date: August 14, 1995 By:/s/ Allan Gonopolsky
--------------------
Allan Gonopolsky
Vice President and
Chief Accounting Officer
<PAGE>
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
11.1 Computation of net income per common and common
equivalent shares.
15.1 Awareness letter of independent accountants.
27.1 Financial Data Schedule (Filed with EDGAR filing
only)
</TABLE>
<TABLE>
Exhibit 11.1
REXEL, INC.
COMPUTATION OF NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE
(000's Omitted, Except Per Share Amounts)
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30 JUNE 30
---------------- ------------------
1995 1994 1995 1994
---------------- ------------------
<S> <C> <C> <C> <C>
Income Applicable To Primary
Common And Common Equivalent
Shares
Income From Continuing
Operations $9,172 $4,575 $4,942 $2,842
Discontinued Operations - 607 - 375
------- ------- ------- -------
Net Income $9,172 $5,182 $4,942 $3,217
======= ======= ======= =======
Income Applicable To Fully
Diluted Common And Common
Equivalent Shares
Income From Continuing
Operations $9,172 $4,575 $4,942 $2,842
Interest Reduction, Net
of Taxes, Upon Conversion
Of Convertible Subordinated
Debentures 980 980 490 490
------- ------- ------- -------
Income From Continuing Operations 10,152 5,555 5,432 3,332
Discontinued Operations - 607 - 375
------- ------- ------- -------
Net Income $10,152 $6,162 $5,432 $3,707
======= ======= ======= =======
Primary Shares:
Weighted Average Number Of
Common Shares And Common
Share Equivalents Outstanding
During The Period:
Common (Net Of Treasury Shares) 24,114 23,275 24,114 24,439
Options 136 40 234 1
------- ------- ------- -------
Total 24,250 23,315 24,348 24,440
======= ======= ======= =======
</TABLE>
<PAGE>
Exhibit 11.1
(continued)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30 JUNE 30
---------------- ------------------
1995 1994 1995 1994
---------------- ------------------
<S> <C> <C> <C> <C>
Fully Diluted Shares:
Weighted Average Number Of
Common Shares And Common
Share Equivalents Outstanding
During The Period:
Common (Net Of Treasury
Shares) 24,114 23,275 24,114 24,439
Options 136 40 233 1
Conversion Of Subordinated
Debentures 5,225 5,225 5,225 5,225
------- ------- ------- -------
Total 29,475 28,540 29,572 29,665
======= ======= ======= =======
Primary
Income From Continuing Operations $0.38 $0.20 $0.20 $0.12
Discontinued Operations - 0.02 - 0.01
------- ------- ------- -------
Net Income $0.38 $0.22 $0.20 $0.13
======= ======= ======= =======
Fully Diluted
Income From Continuing Operations $0.34 $0.20 $0.18 $0.12
Discounted Operations - 0.02 - 0.01
------- ------- ------- -------
Net Income $0.34 $0.22 $0.18 $0.13
======= ======= ======= =======
</TABLE>
Exhibit 15.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: REXEL, INC. REGISTRATION ON FORM S-8
We are aware that our report dated August 10, 1995 on our review of the
condensed consolidated balance sheet of Rexel, Inc. as of June 30, 1995, and
the related condensed consolidated statements of income for the three-month and
six-month periods ended June 30, 1995 and 1994 and the condensed consolidated
statements of cash flows for the six-month periods ended June 30, 1995 and 1994
included in the Company's report on quarterly Form 10-Q for the quarter ended
June 30, 1995 is incorporated by reference in Registration Nos. 33-4584,
33-14148, 33-32648 and 33-59307 on Form S-8. Pursuant to Rule 436(c) under the
Securities Act of 1933, this report should not be considered a part of such
registration statements prepared or certified by us within the meaning of
Sections 7 and 11 of the Act.
Coopers & Lybrand L.L.P.
August 10, 1995
Miami, Florida
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Rexel, Inc.
Form 10-Q for the six months ended June 30, 1995 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1995
----------------
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> JUN-30-1995
<CASH> 15,290
<SECURITIES> 0
<RECEIVABLES> 152,049
<ALLOWANCES> 4,051
<INVENTORY> 101,646
<CURRENT-ASSETS> 275,586
<PP&E> 71,830
<DEPRECIATION> 22,207
<TOTAL-ASSETS> 394,350
<CURRENT-LIABILITIES> 158,906
<BONDS> 87,353
<COMMON> 24,705
0
0
<OTHER-SE> 116,211
<TOTAL-LIABILITY-AND-EQUITY> 394,350
<SALES> 567,514
<TOTAL-REVENUES> 567,514
<CGS> 455,420
<TOTAL-COSTS> 455,420
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 446
<INTEREST-EXPENSE> 4,812
<INCOME-PRETAX> 16,380
<INCOME-TAX> 7,208
<INCOME-CONTINUING> 9,712
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,712
<EPS-PRIMARY> .38
<EPS-DILUTED> .34
</TABLE>
