REXEL INC
10-Q, 1997-08-14
ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES
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                                    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, 1997

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)

          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>
    AUGUST 5, 1997                COMMON STOCK               26,037,690
    --------------                ------------               ----------

</TABLE>

<PAGE>

                                   REXEL, INC.

                                      INDEX
                                      -----
<TABLE>
<CAPTION>

                                                                     PAGE NUMBER
                                                                     -----------

<S>                                                                  <C>
Part I -  Financial Information

          Condensed Consolidated Balance Sheets (Unaudited)
              at June 30, 1997 and December 31, 1996.................          1

          Condensed Consolidated Statements of Income
              (Unaudited) for the Six and Three Months Ended June 30,
              1997 and 1996..........................................          2

          Condensed Consolidated Statements of Cash Flows
              (Unaudited) for the Six Months Ended June 30, 1997
              and 1996...............................................          3

          Notes to Unaudited Condensed Consolidated
              Financial Statements...................................          4

          Independent Accountants' Review Report.....................          6

          Management's Discussion and Analysis of Financial
              Condition and Results of Operations....................          7

Part II - Other Information..........................................         11

</TABLE>

<PAGE>

                                                 REXEL, INC.
                                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (000's omitted, except for share amounts)
<TABLE>
<CAPTION>

                                                                                June 30,           Dec. 31,
                                                                                  1997               1996
                                                                               ----------         ----------
                                                                                      (UNAUDITED)
<S>                                                                            <C>                <C>
ASSETS
- ------
Current Assets
           Cash                                                                $  16,190          $  14,396
           Accounts and Notes Receivable - Net                                   187,406            156,450
           Inventories                                                           125,346            117,657
           Prepaid Expenses and Other Current Assets                               8,598             10,423
           Deferred Income Taxes                                                   4,088              3,747
                                                                               ----------         ----------
                     Total Current Assets                                        341,628            302,673

Investments and Noncurrent Receivables                                               192                814
Fixed Assets - Net                                                                47,511             48,218
Other Assets                                                                       3,503              3,286
Goodwill - Net                                                                    91,690             73,947
                                                                               ----------         ----------
                                                                               $ 484,524          $ 428,938
                                                                               ==========         ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities
           Short-Term Debt                                                     $  37,100          $  25,500
           Current Portion of Long-Term Debt                                       7,708              7,737
           Accounts Payable - Trade and Other Liabilities                        188,293            161,377
           Income Taxes Payable                                                    4,721              2,186
                                                                               ----------         ----------
                     Total Current Liabilities                                   237,822            196,800

Long-Term Debt                                                                    22,053             29,582
Other Long-Term Liabilities                                                        5,936              3,476
Deferred Income Taxes                                                              2,774              2,973

Stockholders' Equity
           Preferred Stock (Authorized 2,000,000 Shares, None Issued)                  0                  0
           Common Stock (26,654,933 and 26,313,633 Shares Issued)                 26,655             26,314
           Capital Surplus                                                        98,261             94,706
           Retained Earnings                                                      95,912             79,976
           Treasury Stock, at Cost (621,243 Shares)                               (4,889)            (4,889)
                                                                               ----------         ----------
                                                                                 215,939            196,107
                                                                               ----------         ----------
                                                                               $ 484,524          $ 428,938
                                                                               ==========         ==========

</TABLE>

        See accompanying independent accountants' review report and notes
            to unaudited condensed consolidated financial statements.

<PAGE>

<TABLE>
<CAPTION>
                                                      REXEL, INC.
                                      CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                     (000's omitted, except for per share amounts)

                                                            SIX MONTHS ENDED                    THREE MONTHS ENDED
                                                                 JUNE 30,                             JUNE 30,
                                                            ----------------                      ----------------
                                                         1997              1996               1997              1996
                                                       --------          --------            --------         --------
                                                             (UNAUDITED)                          (UNAUDITED)
<S>                                                    <C>               <C>                 <C>              <C>     
Net Sales                                              $666,834          $556,648            $348,168         $291,891
Cost Of Goods Sold                                      528,962           439,323             276,525          230,826
                                                       --------          --------            --------         --------
   Gross Profit                                         137,872           117,325              71,643           61,065
Selling and Administrative Expenses                     107,270            91,494              54,462           46,483
                                                       --------          --------            --------         --------
   Operating Profit                                      30,602            25,831              17,181           14,582
Interest Expense                                          3,141             2,543               1,514            1,251
Other Income - Net                                          253               242                 157              165
Income From Operations Before Income Taxes               27,714            23,530              15,824           13,496
Provision For Income Taxes                               11,778            10,353               6,725            5,938
                                                       --------          --------            --------         --------
Net Income                                             $ 15,936          $ 13,177            $  9,099         $  7,558
                                                       ========          ========            ========         ========
Net Income Per Common Share                            $    .61          $    .51            $    .35         $    .29
                                                       ========          ========            ========         ========
Weighted Average Number of Common and
Common Equivalent Shares                                 26,152            26,000              26,249           25,923
                                                       ========          ========            ========         ========

                           See accompanying independent accountants' review report and notes
                               to unaudited condensed consolidated financial statements.

</TABLE>

<PAGE>

                                              REXEL, INC.
                            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (000's omitted)
<TABLE>
<CAPTION>
                                                                             SIX MONTHS ENDED
                                                                                 JUNE 30,
                                                                     ---------------------------------
                                                                         1997                 1996
                                                                     ------------         ------------
                                                                               (UNAUDITED)


<S>                                                                   <C>                  <C>     
Net Cash Provided By Operating Activities                             $   23,225           $    6,399
                                                                     ------------         ------------
Cash Flows From Investing Activities:
       Capital Expenditures                                               (2,445)              (2,584)
       Cash paid for Acquisitions                                        (25,146)                   0
       Other Investing Activities                                          1,738                 (137)
                                                                     ------------         ------------

           Net Cash Used In Investing Activities                         (25,853)              (2,721)
                                                                     ------------         ------------

Cash Flows From Financing Activities:
       Net Borrowings under Line of Credit Arrangement                    11,600                6,950
       Acquisition of Treasury Shares                                          0                  (19)
       Proceeds From Exercise of Stock Options                             2,518                   85
       Other Debt Payments and Financing Activities                       (9,696)              (7,674)
                                                                     ------------         ------------

           Net Cash Provided By (Used In) Financing Activities             4,422                 (658)
                                                                     ------------         ------------

Net Increase In Cash                                                       1,794                3,020
Cash at Beginning of Period                                               14,396               10,013
                                                                     ------------         ------------
Cash at End of Period                                                 $   16,190           $   13,033
                                                                     ============         ============

Supplemental information of business acquired:
       Fair value of assets acquired, other than cash                 $   40,572
       Liabilities assumed                                               (10,197)
       Liabilities issued to sellers                                      (5,229)
                                                                     ------------
       Cash paid for acquisitions                                     $   25,146
                                                                     ============
</TABLE>

               See accompanying independent accountants' review report 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, 1996. The condensed  consolidated  balance sheet as
     of  December  31,  1996 has been  summarized  from  the  Company's  audited
     consolidated  balance  sheet  as of that  date but  does  not  include  all
     disclosures required by generally accepted accounting principles.

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  presentation  of the
     results for the periods.

3.   Inventories are stated at the lower of LIFO cost or market.

4.   Net 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.

5.   On August 7,  1996,  the  Company  acquired  the  common  stock of  Utility
     Products  Supply  Co.  of  Denver,   Colorado  ("UPS"),  a  distributor  of
     electrical  products to the utility  industries with locations in Colorado,
     Arizona,  California and Kansas,  for cash and deferred  payments  totaling
     $5.6 million.

     On November  12,  1996,  the Company  acquired  the common stock of Cable &
     Connector  Warehouse,  Inc. of Dallas,  Texas  ("CCW"),  a  distributor  of
     electronic wire,  cable,  connectors and related apparatus to manufacturers
     of data and telecommunications products with locations in Louisiana, Texas,
     Colorado,  California,  Oregon and Kansas,  for cash consideration of $20.2
     million  (including  $0.2 million of acquisition  costs),  plus  contingent
     consideration of up to $4.0 million based upon achieving  certain operating
     results  in  1997.  Any  contingent   consideration  will  be  recorded  as
     additional purchase price.

     Effective  January 1, 1997,  the Company  acquired  the assets of Southland
     Electrical Supply Company ("Southland"),  a distributor of electrical parts
     and supplies  with eight  locations in Kentucky for a cash  purchase  price
     (including  $0.2  million  of  acquisition  costs) of  approximately  $20.1
     million and a future obligation of $4.7 million.

     On April 29, 1997, the Company acquired the common stock of Chemco Electric
     Supply,  Inc.,  ("Chemco") a distributor  of electrical  parts and supplies
     with three distribution centers located in Tampa, Bartow and Pinellas Park,
     Florida for a total  consideration  (including  $0.2 million of acquisition
     costs) of approximately $5.5 million consisting of cash of $5.0 million and
     a  future   obligation  of  $0.5  million.   Concurrent   with  the  Chemco
     acquisition,  the Company  paid  approximately  $2.1 million of Chemco bank
     debt and received approximately $1.1 million from the seller as payment for
     the  selling  shareholder's  debt  to  Chemco  and the  purchase  of a life
     insurance policy.

     Each of these acquisitions has been recorded as a purchase,  and the excess
     of the total purchase price over the fair value of the net assets  acquired
     ($3.0 million for UPS,  $13.7 million for CCW,  $14.6 million for Southland
     and $4.3 million for Chemco) is being  amortized over 40 years.  Results of
     operations  of  the  companies  are  included  in the  Company's  financial
     statements from the respective  dates of  acquisition.  The following table
     summarizes the effect on  consolidated  sales and income of the Company for
     the six and three months  ended June 30, 1997 and 1996 on an unaudited  pro
     forma basis,  assuming the  acquisitions had been consummated on January 1,
     1996:

<PAGE>

<TABLE>
<CAPTION>

                                              SIX MONTHS ENDED                    THREE MONTHS ENDED
                                                  JUNE 30,                             JUNE 30,
                                         ---------------------------         ---------------------------
                                            1997             1996               1997              1996
                                         ----------       ----------         ----------       ----------
           <S>                           <C>              <C>                <C>              <C>     
           Net sales                     $  673,485       $  631,499         $  349,536       $  330,348
                                         ==========       ==========         ==========       ==========
           Net income                    $   16,011       $   13,959         $    9,094       $    8,239
                                         ==========       ==========         ==========       ==========
           Net income per share          $      .61       $      .54         $      .35       $      .32
                                         ==========       ==========         ==========       ==========

</TABLE>

          The pro forma results are not necessarily  indicative of what actually
          would  have  occurred  if the  acquisitions  had been  consummated  on
          January 1, 1996 or are they necessarily indicative of future operating
          results.

<PAGE>

INDEPENDENT ACCOUNTANTS' REVIEW REPORT

To the Board of Directors and Stockholders of
Rexel, Inc.


We have reviewed the accompanying condensed consolidated balance sheet of Rexel,
Inc. and  subsidiaries  (the  "Company")  as of June 30,  1997,  and the related
condensed  consolidated  statements of income and cash flows for the three-month
period then ended.  These  financial  statements are the  responsibility  of the
Company's   management.   The  financial  statements  of  the  Company  for  the
three-month  period ended March 31, 1997 and for the  three-month  and six-month
periods ended June 30, 1996 were reviewed by other  accountants  whose  reports,
dated April 18, 1997 and August 7, 1996, respectively, stated that they were not
aware of any  material  modifications  that  should  be made to those  financial
statements  for them to be in  conformity  with  generally  accepted  accounting
principles.  The financial statements of the Company for the year ended December
31, 1996 were audited by other auditors  whose report,  dated February 14, 1997,
expressed an unqualified opinion on those statements.

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 of 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 condensed  consolidated  financial statements as of June 30, 1997
and for the  three-month  period  then ended for them to be in  conformity  with
generally accepted accounting principles.




/s/ DELOITTE & TOUCHE LLP




Miami, Florida
August 13, 1997

<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
- ---------------------

Earnings  per share for the second  quarter of 1997  increased to $.35 per share
from $.29 per share in the  second  quarter of 1996 on a 20.4%  increase  in net
income from $7.6 million to $9.1 million.  Earnings per share for the six months
ended June 30,1997 increased to $.61 per share from $.51 per share for the first
six months of 1996 on a 20.9% increase in net income from $13.2 million to $15.9
million.

Sales for the second  quarter  ended June 30,  1997 were up 19.3%  (5.8% on same
branch sales) to $348.2 million  compared to second quarter 1996 sales of $291.9
million.  For the six months ended June 30,  1997,  sales were up 19.8% (6.7% on
same  branch  sales) to $666.8  million  from  $556.6  million for the first six
months of 1996.

The following  table sets forth the percentage  which certain income and expense
items bear to net sales:

<TABLE>
<CAPTION>
                                   Three Months Ended     Six Months Ended
                                        June 30,              June 30,
                                   -----------------     -----------------
                                     1997     1996         1997     1996
                                     ----     ----         ----     ----

<S>                                 <C>       <C>          <C>      <C>   
Net Sales                           100.0%    100.0%       100.0%   100.0%
                                    ======    ======       ======   ======
Gross Profit                         20.6%     20.9%        20.7%    21.1%
Selling and Administrative
  Expenses                           15.6      15.9         16.1     16.4
                                    ------    ------       ------   ------
Operating Profit                      5.0       5.0          4.6      4.7
Interest Expense                      0.4       0.4          0.5      0.5
Other Income                           -         -           0.1       -
                                    ------    ------       ------   ------
Income Before Taxes                   4.6%      4.6%         4.2%     4.2%
                                    ======    ======       ======   ======

</TABLE>

Sales for 1997 include  $39.2  million and $72.2 million for the quarter and six
months ended June 30, 1997,  respectively,  for Utility Products  Supply,  Cable
Connector Warehouse,  Southland Electrical and Chemco Electric Supply, acquired,
respectively,  on August 7, 1996,  November 12, 1996,  January 1, 1997 and April
29, 1997. These acquisitions accounted for 13.4% of the 19.3% sales increase for
the  quarter  and 13.0% of the 19.8%  sales  increase  for the six  months.  The
increase in same branch  sales for both the quarter and six months is  primarily
attributable to growth in commercial  construction  in the California,  Arizona,
North Texas and Florida markets.  Backlogs in commercial construction operations
remain  strong  while  industrial  operations  backlogs are flat to slightly up.
Excluding  acquisitions,  no branches  were  opened or closed  during the second
quarter of 1997.  The Company  opened one new branch and closed two  branches in
the first quarter of 1997.

For the second quarter of 1997,  gross margins  increased $10.6 million to $71.6
million,  or 17.3% over the same period in 1996.  For the six months  ended June
30, 1997, gross margin increased $20.5 million, or 17.5% over the same period in
1996. Acquisitions accounted for 13.4% of the increase for the quarter and 12.8%
of the increase for the six months.  As a percentage of sales,  gross profit was
20.6% in the second  quarter of 1997 compared to 20.9% in the second  quarter of
1996.  For the six months ended June 30, 1997, the percentage was 20.7% compared
to 21.1% a year ago.  The  decline  in gross  profit  percentage  points  can be
analyzed as follows:

<PAGE>

<TABLE>
<CAPTION>
                                  Three Months Ended        Six Months Ended
                                    June 30, 1997             June 30, 1997
                                  ------------------       ------------------
           <S>                       <C>                       <C> 
           Sales Mix                   0.2%                      0.2%
           Utility Markets            (0.2)                     (0.2)
           LIFO                       (0.1)                     (0.1)
           Trading Margins            (0.2)                     (0.3)
                                     -------                   -------
                                      (0.3)%                    (0.4)%
                                     =======                   =======  

</TABLE>

For both the quarter and six months ended June 30, 1997, stock sales (sales from
inventory)  represented  a greater  percentage  of total sales than direct sales
(sales  shipped  directly to the  customer  from the  vendor).  Stock sales have
historically  had a gross  margin  percentage  roughly  twice the  gross  margin
percentage  attributable  to  direct  sales.  Utility  margins  continue  to  be
negatively  impacted  by the trend of utility  companies  to  consolidate  their
purchasing,  thereby  reducing  the  number of their  electrical  suppliers  and
increasing  their ability to demand lower pricing.  LIFO reserves were increased
by $0.2  million in the  second  quarter  of 1997 for a total  increase  of $0.4
million for the six months  ended June 30,  1997  compared to a decrease of $0.1
million for both the quarter and six months ended June 30, 1996  resulting  from
inflation  in  copper  prices  in  1997  compared  to  deflation  in  1996.  The
deterioration  in trading  margin is the  result of  competitive  pressures  and
efforts to drive same store sales.

For the  quarter  ended  June 30,  1997,  selling  and  administrative  expenses
increased  $8.0 million to $54.5 million or 17.2% compared to the same period of
the  prior  year.  For  the  six  months  ended  June  30,  1997,   selling  and
administrative  expenses  increased  $15.8  million  to $107.3  million or 17.2%
compared  to the six  months  ended June 30,  1996.  As a  percentage  of sales,
selling and administrative expenses were 15.6% and 16.1%, respectively,  for the
quarter  and six months  ended  June 30,  1997 as  compared  to 15.9% and 16.4%,
respectively,  for the  quarter  and six  months  ended June 30,  1996.  For the
quarter ended March 31, 1997, these expenses were 16.6% of sales.

Excluding  acquisitions and new and closed branches,  selling and administrative
expenses in the second  quarter of 1997 were up $1.9 million or 4.1% compared to
the same period of the prior year.  For the six months,  this  increase was $4.2
million or 4.6%,  whereas in the first quarter of 1997 the  percentage  increase
was 5.1% compared to the same period of the prior year.  These  results  reflect
the  elimination in the second  quarter of 1997 of $1.0 million of  nonrecurring
costs in the first quarter of 1997 and the Company's focus on controlling costs.
As a percentage of gross profit, selling and administrative  expenses were 76.0%
and 77.8%,  respectively,  for the  quarter  and six months  ended June 30, 1997
compared  to 76.1% and 78.0%,  respectively,  for the same  periods of the prior
year.

The  increase  in interest  expense  for the quarter and six months  reflects an
increased level of debt related primarily to acquisitions.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

Total  assets at June 30,  1997  increased  $55.6  million or 13.0%  compared to
year-end 1996, of which $36.0 million was attributable to 1997 acquisitions.

Cash  increased $1.8 million to $16.2 million from $14.4 million at December 31,
1996.  Cash  provided by operating  activities  ($23.2  million),  together with
borrowings under the line of credit  arrangement  ($11.6 million) and funds from
the exercise of stock options ($2.5 million) were used for  acquisitions  ($25.1
million),  payment of debt ($9.7  million,  including $2.1 million in connection
with the Chemco  acquisition)  and  capital  expenditures  ($2.4  million).  The
increase in cash  provided by operating  activities  for the first six months of
1997 compared to the same period of the prior year is driven by operations and a
more favorable variance in operating assets.

Accounts  and  notes  receivable,  excluding  acquisitions,  increased  by $20.4
million at June 30, 1997 compared to December 31, 1996. The number of days sales
represented by total  accounts  receivable was 48 days at June 30, 1997 compared
to 46 days at December 31, 1996. Inventory,  excluding  acquisitions,  increased
$0.5 million.  Total inventory days improved to 66 days at June 30, 1997 from 74
days at December 31, 1996.

Excluding acquisitions,  capital expenditures were $2.4 million in the first six
months of 1997 mainly for the upgrade of computer systems.

Total  liabilities  increased  $35.8 million.  Short-term  debt increased  $11.6
million, primarily as a result of acquisitions. Trade accounts payable and other
liabilities,  excluding  acquisitions,  increased  $16.1  million.  Total  trade
accounts  payable days  improved from 42 days at December 31, 1996 to 49 days at
June 30, 1997.  The  reduction in  long-term  debt of $7.5 million  includes the
March 1997  installment of $7.1 million on the 9.78% Senior Notes.  The increase
in other long-term  obligations includes $2.4 million of deferred purchase price
for the Southland acquisition.

Equity  increased  $19.8 million as a result of 1997 earnings of $15.9  million,
proceeds from the exercise of non-qualified  stock options of $2.5 million and a
tax benefit of  approximately  $1.4 million  associated with the exercise of the
options.

The  Company's  debt to equity  ratio  (defined  as the ratio of debt  including
capital lease  obligations to total  stockholders'  equity) was 0.3 to 1 at both
June 30, 1997 and December 31, 1996.  The current ratio was 1.4 at June 30, 1997
compared to 1.5 at December 31, 1996.

The  Company's  working  capital  requirements  are  generally met by internally
generated funds and short-term  borrowings under the Company's credit agreement.
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 terms attractive to the Company.

<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 20, 1997.
At the meeting,  the following  persons were elected as directors of the Company
by the votes indicated below:

<TABLE>
<CAPTION>

NAME                           FOR            AUTHORITY WITHHELD
- ----                           ---            ------------------

<S>                         <C>                    <C>   
Pierre Chareyre             22.939,028             14,974

John B. Fraser              22.939,628             14,374

Gilles Guinchard            22.939,412             14,590

Eric Lomas                  22.940,312             13,690

Alain Redheuil              22.939,412             14,590

</TABLE>

In addition,  the terms as directors of the Company of R. Gary  Gentles,  Austin
List,  Gerald Morris,  Nicolas  Sokolow and Serge Weinberg  continued  after the
meeting.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K
          --------------------------------

          (a)     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>

          (b)     REPORTS ON FORM 8-K
                  -------------------

                  During the quarter  ended June 30,  1997 the  Company  filed a
                  Current  Report on Form 8-K,  dated  May 20,  1997,  reporting
                  under Item 4.


<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, 1997                             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>



                                                                    EXHIBIT 11.1
                                                                    ------------

                                                   REXEL, INC.

                                          COMPUTATION OF NET INCOME PER
                                       COMMON AND COMMON EQUIVALENT SHARE
                                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                               THREE MONTHS
                                                               SIX MONTHS ENDED                    ENDED
                                                                   JUNE 30,                       JUNE 30,
                                                           ----------------------        ----------------------
                                                             1997           1996           1997           1996
                                                           =======        =======        =======        =======
      <S>                                                  <C>            <C>            <C>            <C>    
      Income applicable to primary common and              $15,936        $13,177        $ 9,099        $ 7,558
                                                           =======        =======        =======        =======
      common equivalent shares

      Weighted average number of common shares and
        common share equivalents outstanding during
        the year
        Common (net of treasury stock)                      25,897         25,652         26,030         25,655
        Options                                                255            348            219            268
                                                           -------        -------        -------        -------
                                                            26,152         26,000         26,249         25,923
                                                           =======        =======        =======        =======

</TABLE>



                                                                    EXHIBIT 15.1
                                                                    ------------

August 13, 1997


Rexel, Inc.
Coral Gables, Florida

We have made a review, in accordance with standards  established by the American
Institute of Certified Public  Accountants,  of the unaudited  interim financial
information of Rexel, Inc. and subsidiaries as of and for the three-month period
ended June 30, 1997,  as indicated in our report dated August 13, 1997;  because
we did not perform an audit, we expressed no opinion on that information.

We are aware  that our  report  referred  to above,  which is  included  in your
Quarterly  Report  on  Form  10-Q  for the  quarter  ended  June  30,  1997,  is
incorporated by reference in Registration Statement No. 33-32648 on Form S-8.

We are also aware that the aforementioned report,  pursuant to Rule 436(c) under
the  Securities  Act of  1933,  is not  considered  a part  of the  Registration
Statement  prepared  or  certified  by an  accountant  or a report  prepared  or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ DELOITTE & TOUCHE LLP




Miami, Florida


<TABLE> <S> <C>

<ARTICLE>  5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION EXTRACTED FROM REXEL, INC.
FORM 10-Q FOR THE QUARTER  ENDED JUNE 30, 1997 AND IS  QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                                               <C>
<PERIOD-TYPE>                                           6-MOS
<FISCAL-YEAR-END>                                 DEC-31-1997
<PERIOD-END>                                      JUN-30-1997
<CASH>                                                 16,190
<SECURITIES>                                                0
<RECEIVABLES>                                         190,652
<ALLOWANCES>                                            3,246
<INVENTORY>                                           125,346
<CURRENT-ASSETS>                                      341,628
<PP&E>                                                 87,204
<DEPRECIATION>                                         39,693
<TOTAL-ASSETS>                                        484,524
<CURRENT-LIABILITIES>                                 237,822
<BONDS>                                                22,053
                                       0
                                                 0
<COMMON>                                               26,655
<OTHER-SE>                                            189,284
<TOTAL-LIABILITY-AND-EQUITY>                          484,524
<SALES>                                               666,834
<TOTAL-REVENUES>                                      666,834
<CGS>                                                 528,962
<TOTAL-COSTS>                                         528,962
<OTHER-EXPENSES>                                            0
<LOSS-PROVISION>                                          190
<INTEREST-EXPENSE>                                      3,141
<INCOME-PRETAX>                                        27,714
<INCOME-TAX>                                           11,778
<INCOME-CONTINUING>                                    15,936
<DISCONTINUED>                                              0
<EXTRAORDINARY>                                             0
<CHANGES>                                                   0
<NET-INCOME>                                           15,936
<EPS-PRIMARY>                                              .61
<EPS-DILUTED>                                              .61
        


</TABLE>


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