BELL INDUSTRIES INC/DE/
10-Q, 1995-05-01
ELECTRONIC PARTS & EQUIPMENT, NEC
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549



                                   FORM 10-Q



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


                          Quarter ended March 31, 1995

                         Commission file number 1-7899



                             BELL INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)



                  Delaware                            95-2039211
                  --------                            ----------
       (State or other jurisdiction                (I.R.S. Employer
    of incorporation or organization)             Identification No.)




11812 San Vicente Blvd., Los Angeles, California        90049-5069
- ------------------------------------------------        ----------
   (Address of principal executive offices)             (Zip Code)


       Registrant's telephone number, including area code: (310) 826-2355


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.


                  YES   X                           NO  
                      -----                            -----


Indicate the number of shares outstanding of the Registrant's class of common
stock, as of April 24, 1995: 6,502,196 shares.


<PAGE>   2
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Bell Industries, Inc.
Consolidated Statement of Income
(In thousands, except per share data)


<TABLE>
<CAPTION>
                                                          Three months ended
                                                               March 31                                                 
                                                       -------------------------
                                                           1995             1994
                                                       --------         --------
<S>                                                    <C>              <C>
Net sales                                              $126,945         $113,507
                                                       --------         --------
Costs and expenses
    Cost of products sold                                97,983           88,064
    Selling, general and
         administrative expenses                         23,634           20,721
    Interest expense                                        908            1,099
                                                       --------          -------
                                                        122,525          109,884
                                                       --------          -------
Income before income taxes                                4,420            3,623
Income tax provision                                      1,860            1,540
                                                       --------          -------
Net income                                             $  2,560          $ 2,083
                                                       ========          =======

Share and per share data:
- ------------------------ 
Net income                                             $   0.38          $  0.32
                                                       ========          =======
Weighted average common
    shares outstanding                                    6,726            6,598
                                                       ========          =======
</TABLE>


<PAGE>   3
                                      -2-
Bell Industries, Inc.
Consolidated Balance Sheet
(Dollars in thousands)
<TABLE>
<CAPTION>
                                                                     Mar. 31          Dec. 31          Mar. 31
                                                                        1995             1994             1994
                                                                    --------         --------         --------
<S>                                                                 <C>              <C>              <C>
ASSETS
Current assets:
    Cash and cash equivalents                                       $  2,661         $  3,631         $  4,171
    Accounts receivable, less
         allowance for doubtful accounts
         of $1,179, $ 1,041 and $1,085                                71,393           68,914           60,086
    Inventories                                                       90,325           95,910           88,047
    Prepaid expenses and other                                         4,222            5,324            7,630
                                                                    --------         --------         --------
         Total current assets                                        168,601          173,779          159,934
                                                                    --------         --------         --------
Properties, at cost:
    Land                                                                 443              443              443
    Buildings and improvements                                         8,497            8,857            8,973
    Equipment                                                         30,014           31,362           31,572
                                                                    --------         --------         --------
                                                                      38,954           40,662           40,988
    Less accumulated depreciation                                    (24,362)         (25,722)         (24,088)
                                                                    --------         --------         --------
         Total properties                                             14,592           14,940           16,900
Other assets                                                          11,637           11,648           11,572
                                                                    --------         --------         --------
                                                                    $194,830         $200,367         $188,406
                                                                    ========         ========         ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                                $ 33,308         $ 34,705         $ 32,301
    Accrued payroll and liabilities                                   12,648           12,123           10,076
    Current portion of long-term
         liabilities                                                   6,686            9,662            8,593
    Income taxes payable                                               3,034            1,171            1,532
                                                                    --------         --------         --------
         Total current liabilities                                    55,676           57,661           52,502
                                                                    --------         --------         --------
Long-term liabilities:
    Notes payable                                                     27,714           33,857           36,857
    Obligations under capital leases                                   2,068            2,463            3,611
    Deferred compensation and other                                    5,024            4,616            3,450
                                                                    --------         --------         --------
         Total long-term liabilities                                  34,806           40,936           43,918
                                                                    --------         --------         --------
Shareholders' equity:
    Preferred stock - $1 par value -
         Authorized - 1,000,000 shares
         Outstanding - None
    Common stock - $.25 par value -
         Authorized - 10,000,000 shares
         Outstanding - 6,499,467,
             6,497,557 and 6,144,791                                   1,625            1,624            1,536
    Other paid-in capital                                             54,097           54,080           47,154
    Reinvested earnings                                               48,626           46,066           43,296
                                                                    --------         --------         --------
          Total shareholders' equity                                 104,348          101,770           91,986
Commitments and contingencies                                                            
                                                                    --------         --------         --------
                                                                    $194,830         $200,367         $188,406
                                                                    ========         ========         ========
</TABLE>


<PAGE>   4
                                      -3-
Bell Industries, Inc.
Consolidated Statement of Cash Flows
(In thousands)

<TABLE>
<CAPTION>
                                                                          Three months ended
                                                                               March 31
                                                                    ----------------------------
                                                                         1995               1994
                                                                    ---------          ---------
<S>                                                                 <C>                <C>     
Cash flows from operating activities:
    Cash received from customers                                    $ 124,190          $ 106,873
    Cash paid to suppliers and employees                             (113,690)          (102,506)
    Interest paid                                                      (1,762)            (2,166)
    Income taxes paid                                                    (109)               (84)
                                                                    ---------          --------- 
         Net cash provided by                                                           
             operating activities                                       8,629              2,117
                                                                    ---------          ---------
Cash flows from investing activities:                                                   
    Purchase of business                                                                  (5,864)
    Additions to properties and other                                    (336)               200
                                                                    ---------          ---------
         Net cash used in                                                               
             investing activities                                        (336)            (5,664)
                                                                    ---------          --------- 
Cash flows from financing activities:                                                   
    Bank borrowings (payments), net                                    (5,000)             5,000
    Payments on notes payable                                          (4,143)            (3,000)
    Other                                                                (120)              (428)
                                                                    ---------          --------- 
         Net cash provided by (used in)                                                 
             financing activities                                      (9,263)             1,572
                                                                    ---------          ---------
Net decrease in cash and cash equivalents                                (970)            (1,975)
Cash and cash equivalents at beginning                                                  
  of period                                                             3,631              6,146
                                                                    ---------          ---------
Cash and cash equivalents at end of                                                     
  period                                                            $   2,661          $   4,171
                                                                    =========          =========
Reconciliation of net income to net cash                                                
    provided by operating activities:                                                   
         Net income                                                 $   2,560          $   2,083
         Depreciation and amortization                                  1,271              1,271
         Amortization of intangibles                                      142                150
         Provision for losses on accounts                                               
            receivable                                                    273                171
         Changes in assets and liabilities                                              
             Accounts receivable                                       (2,755)            (6,634)
             Inventories                                                5,585             (2,956)
             Accounts payable                                          (1,397)             6,870
             Income taxes payable                                       1,751              1,456
             Other                                                      1,199               (294)
                                                                    ----------         --------- 
                                                                    $   8,629          $   2,117
                                                                    ==========         =========
</TABLE>
<PAGE>   5
                                      -4-

Bell Industries, Inc.
Notes to Consolidated Financial Statements


Accounting Principles

The financial information included herein has been prepared in conformity with
the accounting principles reflected in the financial statements included in the
Transition Report on Form 10-K filed with the Securities and Exchange
Commission for the transition period from July 1, 1994 to December 31, 1994.

In the opinion of management, all adjustments, consisting of normal recurring
adjustments considered necessary for a fair presentation, have been included.
The operating results for the interim periods presented are not necessarily
indicative of results for the full year.

Per Share Data

Operating results data per share is based upon the weighted average number of
common and common equivalent shares outstanding. Common equivalent shares
represent the net number which would be issued assuming the exercise of
dilutive stock options and stock warrants, reduced by the number of shares
which could be repurchased from the proceeds of such exercises.



<PAGE>   6
                                      -5-

Item 2.   Management's Discussion and Analysis of Results of Operations
          and Financial Condition

Results of operations by business segment for the three months ended March 31,
1995 and 1994 were as follows (in thousands):


<TABLE>
<CAPTION>
                                                       Three months ended
                                                            March 31 
                                                 --------------------------------
                                                     1995                    1994
                                                 --------                --------
<S>                                              <C>                     <C> 
Net sales
    Electronics                                  $102,484                $ 91,854
    Graphic Arts                                   15,595                  13,840
    Recreational                                    8,866                   7,813
                                                 --------                --------
                                                 $126,945                $113,507
                                                 ========                ========

Operating income
    Electronics                                  $  6,674                $  5,909
    Graphic Arts                                      412                     366
    Recreational Products                             494                     468
                                                 --------                --------
         Operating income                           7,580                   6,473

Corporate costs                                    (2,252)                 (2,021)
Interest expense                                     (908)                 (1,099)
Income tax provision                               (1,860)                 (1,540)
                                                 --------                -------- 
Net income                                       $  2,560                $  2,083
                                                 ========                ========
</TABLE>

<PAGE>   7
                                      -6-


For the quarter ended March 31, 1995, the Company's net sales increased 12% to
$126.9 million and operating income increased 22% to $4.4 million over the
comparable quarter in the prior year. The Company recorded net income of $2.6
million, or $.38 per share, compared to $2.1 million, or $.32 per share, in the
prior year quarter.

Sales of the Electronics Group increased 12% to $102.5 million and operating
income increased 13% to $6.7 million. The improved performance was attributed
to substantially stronger shipments of the Group's core electronic components,
partially offset by reduced sales of memory and microprocessor products.  The
availability of these products, which are provided primarily by one supplier,
cannot be predicted due to capacity and allocation issues at that supplier.
In addition, the group recorded increased sales of microcomputer systems and 
services.

Graphic Arts Group sales increased 13% to $15.6 million and operating income
increased 13% to $0.4 million. The favorable results reflected a stronger
California market for graphics supplies and higher sales of electronic imaging
equipment. Recreational Products Group sales increased 13% to $8.9 million
while operating income remained relatively unchanged. The decline in operating
margins was primarily attributed to a shift in product mix. Mild winter weather
in the upper Midwest affected sales of higher margin snowmobile supplies and
other winter-related products.

Cost of products sold as a percentage of sales decreased to 77.2% from 77.6% as
a result of product mix changes, primarily decreased sales of lower margin
memory products, while selling, general and administrative expenses increased
slightly to 18.6% of sales from 18.3%. Corporate costs increased over the prior
year quarter primarily as a result of deferred compensation expenses. The
decrease in interest expense was attributed to reductions in long-term debt.
The Company's income tax rate was approximately 42% for both periods presented.


<PAGE>   8
                                      -7-

The Company's financial position continued to be strong at March 31, 1995 as
set forth in the table below (dollars in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                                     March 31                                              
                                                           -----------------------------
                                                              1995                  1994
                                                          --------              --------
<S>                                                       <C>                  <C>
Cash and cash equivalents                                 $  2,661              $  4,171
Working capital                                           $112,925              $107,432
Current ratio                                                3.0:1                 3.0:1
Ratio of long-term liabilities
    to total capitalization                                     25%                   32%
Shareholders' equity per share                            $  16.05              $  14.26
Days' sales in receivables                                      52                    49
Days' sales in inventories                                      84                    91
</TABLE>

Cash provided by operating activities totaled $8.6 million compared to cash
provided by operating activities of $2.1 million in the prior year quarter. The
change in operating cash flows was attributed to reductions in net current
assets, primarily inventories, and increased profits during the current
quarter. Cash used in investing activities in the prior year included the
purchase of a business. Cash used in financing activities included repayments
on notes payable, bank borrowings and capital lease obligations.

The Company believes that sufficient cash resources exist to support short-term
requirements, including debt and lease payments, and longer term objectives,
either through available cash, bank borrowings, or cash generated from
operations.



PART II - OTHER INFORMATION

        
Item 6.     Exhibits and Reports on Form 8-K.
        
            (a) Exhibits:
        
                  None
        
            (b) Reports on Form 8-K:
        
                  None
        
        
<PAGE>   9
                                      -8-

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.



<TABLE> 
<S>                                  <C>
                                     BELL INDUSTRIES, INC.
                  
                                     By:
           
           
DATE:  April 27, 1995                Theodore Williams                          
                                     -------------------------------------------
                                     Theodore Williams,
                                     Chairman and
                                     Chief Executive Officer
      
      
      
DATE:  April 27, 1995                Bruce M. Jaffe                             
                                     -------------------------------------------
                                     Bruce M. Jaffe,
                                     President and
                                     Chief Operating Officer
      
      
      
DATE:  April 27, 1995                Tracy A. Edwards                           
                                     -------------------------------------------
                                     Tracy A. Edwards,
                                     Vice President and
                                     Chief Financial Officer
</TABLE>



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               MAR-31-1995
<EXCHANGE-RATE>                                      1
<CASH>                                            2661
<SECURITIES>                                         0
<RECEIVABLES>                                   72,572
<ALLOWANCES>                                     1,179
<INVENTORY>                                     90,325
<CURRENT-ASSETS>                               168,601
<PP&E>                                          38,954
<DEPRECIATION>                                  24,362
<TOTAL-ASSETS>                                 194,830
<CURRENT-LIABILITIES>                           55,676
<BONDS>                                         34,806
<COMMON>                                          1625
                                0
                                          0
<OTHER-SE>                                     102,723
<TOTAL-LIABILITY-AND-EQUITY>                   194,830
<SALES>                                        126,945
<TOTAL-REVENUES>                               126,945
<CGS>                                           97,983
<TOTAL-COSTS>                                   97,983
<OTHER-EXPENSES>                                23,634
<LOSS-PROVISION>                                   273
<INTEREST-EXPENSE>                                 908
<INCOME-PRETAX>                                   4420
<INCOME-TAX>                                      1860
<INCOME-CONTINUING>                               2560
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      2560
<EPS-PRIMARY>                                      .38
<EPS-DILUTED>                                      .38
        

</TABLE>


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