<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
-----------
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1997.
---------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
1934
For the transition period from _______________ to ___________
Commission File Number 0-17156
--------
MERISEL, INC.
-------------
(Exact name of registrant as specified in its charter)
Delaware 95-4172359
- ---------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
200 Continental Boulevard
El Segundo, CA 90245-0984
- --------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (310) 615-3080
--------------
_______________________________________________________________
Former name, former address, and former fiscal year, if changed since last year
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 each of the issuer's classes
of common stock, as of the latest practicable date:
Number of Shares Outstanding
Class May 9, 1997
----- -----------
Common Stock, $.01 par value 30,078,495 Shares
<PAGE>
MERISEL, INC.
-------------
INDEX
-----
<TABLE>
<CAPTION>
Page Reference
--------------
PART I FINANCIAL INFORMATION
<S> <C> <C>
Consolidated Balance Sheets as of 1-2
March 31, 1997 and December 31, 1996
Consolidated Statements of Operations for the
Three Months Ended March 31, 1997 and 1996 3
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 1997 and 1996 4
Notes to Consolidated Financial Statements 5-10
Management's Discussion and Analysis of 11-19
Financial Condition and Results of Operations
SIGNATURES 20
</TABLE>
ii
<PAGE>
PART 1. FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
--------------------
MERISEL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
-------------- -------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 47,930 $ 44,678
Accounts receivable (net of allowances
of $23,206 and $23,684 for 1997 and
1996, respectively) 189,376 168,295
Inventories 358,208 392,557
Prepaid expenses and other current
assets 17,371 16,925
Income taxes receivable 1,404 2,183
Deferred income tax benefit 482 482
----------- ----------
Total current assets 614,771 625,120
PROPERTY AND EQUIPMENT, NET 58,763 61,430
COST IN EXCESS OF NET ASSETS
ACQUIRED, NET 26,108 41,724
OTHER ASSETS 6,378 2,765
---------- ----------
TOTAL ASSETS $706,020 $731,039
============ ==========
</TABLE>
See accompanying notes to consolidated financial statements.
1
<PAGE>
MERISEL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
------------ -------------
CURRENT LIABILITIES:
<S> <C> <C>
Accounts payable $367,634 $ 383,548
Accrued liabilities 34,241 37,544
Long-term debt - current 14,984 9,084
Subordinated debt - current 4,400 4,400
--------- ---------
Total current liabilities 421,259 434,576
Long-term debt 260,147 268,079
Subordinated debt 8,800 13,200
Capitalized lease obligations 187
--------- ---------
TOTAL LIABILITIES 690,206 716,042
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value, authorized 1,000,000
shares; none issued or outstanding
Common stock, $.01 par value, authorized
50,000,000 shares; 30,078,500 shares
outstanding for 1997 and 1996, respectively 301 301
Additional paid-in capital 142,300 142,300
Retained earnings (deficit) (120,034) (121,164)
Cumulative translation adjustment (6,753) (6,440)
---------- ---------
Total stockholders' equity 15,814 14,997
---------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $706,020 $731,039
=========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
MERISEL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March
31,
1997 1996
------------- ------------
<S> <C> <C>
NET SALES $1,113,100 $1,536,589
COST OF SALES 1,048,124 1,449,366
------------ -----------
GROSS PROFIT 64,976 87,223
SELLING, GENERAL &
ADMINISTRATIVE EXPENSES 51,520 83,136
------------ -----------
OPERATING INCOME 13,456 4,087
INTEREST EXPENSE 8,623 9,877
OTHER EXPENSE 3,530 7,238
------------ -----------
INCOME (LOSS) BEFORE INCOME TAXES 1,303 (13,028)
INCOME TAX PROVISION 173 480
------------ -----------
NET INCOME (LOSS) $ 1,130 $ (13,508)
============ ===========
NET INCOME (LOSS) PER SHARE $0.04 $(0.45)
============ ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 30,078 29,863
============ ===========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
MERISEL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1997 1996
-------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,130 $ (13,508)
Adjustments to reconcile net loss to net
cash provided by operating
activities:
Depreciation and amortization 3,180 5,759
Provision for doubtful accounts 4,797 4,733
Deferred income taxes 2,862
Changes in assets and liabilities:
Accounts receivable (32,384) (20,834)
Inventories 34,348 120,778
Prepaid expenses and other assets (4,083) (3,869)
Income taxes receivable 779 1,303
Accounts payable 6,626 (70,689)
Accrued liabilities (3,816) (5,228)
------------- -------------
Net cash provided by operating activities 10,577 21,307
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (648) (3,438)
Payment of earn out obligation from Computerland
acquisition (13,409)
Cash proceeds from sale of Australian business 8,515
------------- -------------
Net cash used for investing activities (648) (8,332)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving line of credit 254,208 443,400
Repayments under revolving line of credit (255,118) (396,400)
Net (repayments) borrowings under foreign bank (514) (20,289)
facilities
Proceeds from issuance of promissory notes (607) 11,261
Proceeds from sale of accounts receivable 23,721
Repayment under subordinated debt agreement (4,400) (4,400)
------------- -------------
Net cash provided by (used for) (6,432) 57,293
financing activities ------------- -------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (245) (1,858)
------------- -------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 3,252 68,410
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 44,678 1,378
------------- -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $47,930 $69,788
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
MERISEL, INC. AND SUBSIDIARIES
- ------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. GENERAL
Merisel, Inc., a Delaware corporation and a holding company (together with its
subsidiaries, "Merisel" or the "Company"), is a leading distributor of computer
hardware, networking equipment and software products. Through its main
operating subsidiary, Merisel Americas, Inc. ("Merisel Americas") and its
subsidiaries (the "Operating Company"), the Company markets products and
services throughout North America, and has achieved operational efficiencies
that have made it a valued partner to a broad range of computer resellers,
including value-added resellers (VARs), retailers, and commercial/dealers. The
Company also has established the Merisel Open Computing Alliance (MOCA(TM)),
which primarily supports Sun Microsystems' Unix based product sales and
installations.
The information for the three months ended March 31, 1997 and 1996 has not been
audited by independent accountants, but includes all adjustments (consisting of
normal recurring accruals) which are, in the opinion of management, necessary
for a fair presentation of the results for such periods.
Certain information and footnote disclosures normally included in consolidated
financial statements prepared in accordance with generally accepted accounting
principles have been omitted pursuant to the requirements of the Securities and
Exchange Commission, although the Company believes that the disclosures included
in these financial statements are adequate to make the information not
misleading. The consolidated financial statements as presented herein should be
read in conjunction with the consolidated financial statements and notes thereto
included in Merisel's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
Liquidity--In 1996, the Company incurred a net loss of $140,375,000 which
includes impairment losses of $42,033,000 and a loss on the sale of the
Company's European, Mexican and Latin American Business (such businesses are
referred to herein as "EML") of $33,455,000. The impairment losses were
associated with the intangible assets of the Company's wholly owned subsidiary
Merisel FAB, Inc. ("Merisel FAB") which operated the Company's Franchise and
Aggregation Business ("FAB"). As of March 28, 1997, the Company sold
substantially all of the assets of Merisel FAB to Synnex Information
Technologies, Inc. ("Synnex"). EML was sold as of September 27, 1996 to CHS
Electronics, Inc. ("CHS") (See Note 4--"Dispositions"). Management believes that
a substantial portion of operating losses incurred in 1996 relate to the
implementation of its 1996 Business Plan which focused upon the conservation of
cash, the sale of assets, and the improvement of business processes,
particularly in the area of accounts payable.
The Company has developed and is implementing a business strategy for 1997 (the
"1997 Business Strategy") that focuses on profitable North American revenue
growth instead of managing for cash. Under the 1997 Business Strategy, Merisel
intends to concentrate on strengthening and building its sales infrastructure,
improving gross margins, and controlling operating expenses. Other priorities
include continuing efforts to achieve operational excellence, addressing
financial controls and policies by emphasizing margin improvements and tight
expense control, and implementing a strategy focused on the United States and
Canada.
In order to meet its debt obligations, Merisel is actively pursuing a
restructuring plan with the debtholders under its various financing agreements.
Effective April 14, 1997, the Company entered into an agreement (the
"Agreement") with holders of more than 75% of the outstanding principal amount
of its 12.5% Senior Notes ("12.5% Notes"). Pursuant to the terms of the
Agreement, upon the fulfillment of certain conditions, holders of the 12.5%
Notes would exchange (the "Exchange") their 12.5% Notes for common stock, par
value $.01 per share, of the Company (the "Common Stock"), which would equal 80%
of the outstanding shares of Common Stock immediately after the Exchange.
Contemporaneously with the Exchange, the holders of Common Stock immediately
prior to the Exchange would receive warrants (the "Warrants") to purchase Common
Stock constituting 17.5% of the Common Stock outstanding immediately after
giving effect to the Exchange.
5
<PAGE>
MERISEL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The Exchange is subject to certain conditions including (i) stockholder approval
of an amendment to the Certificate of Incorporation of the Company to authorize
the additional shares of Common Stock, and (ii) consents to amendments of the
$84,297,000 principal amount of the Revolving Credit Agreement ("Revolving
Credit Agreement") and the agreement governing the $56,198,000 principal amount
of the 11.5% Senior Note Purchase Agreement ("11.5% Notes") by 100% of the
lenders under such agreements to extend the maturity of such indebtedness to
January 31, 1999 (the "Extension"), or a refinancing of such indebtedness prior
to October 31, 1997. The Company intends to effectuate the Exchange by
commencing a registered exchange offer which would be conditioned on 100% of the
holders of the 12.5% Notes tendering such notes for Common Stock. If less than
100% of the holders of the 12.5% Notes tender in the exchange offer, Merisel,
Inc., the parent company, intends to file a "prepackaged" plan of reorganization
under Chapter 11 of the U.S. Bankruptcy Code. Merisel Americas and Merisel
Canada (the subsidiaries through which the Company's distribution business is
conducted) would not be a party to any prepackaged plan which may be required.
Any such prepackaged plan, if filed, would affect Merisel, Inc. only, and as
such would not affect the continuing and timely payment in full of such
subsidiaries' obligations to suppliers, employees and other creditors. In
addition, such a prepackaged plan would be subject only to the approval of the
holders of the 12.5% Notes, as no other creditors of the Company or its
operating subsidiaries would be impaired by the plan as contemplated. The
holders of the required percentage of the outstanding principal amount of 12.5%
Notes have agreed to vote in favor of the prepackaged plan subject to
fulfillment of the other conditions to the Exchange.
In connection with the Extension, the Company has entered into waivers and an
agreement in principle with 100% of the holders of the outstanding principal
amount of the Revolving Credit Agreement and the 11.5% Notes, pursuant to which
such holders have agreed, subject to execution of definitive documentation, to
extend the respective maturities to January 31, 1999. In consideration of such
Extension, the Company has agreed to pay certain fees related to the Extension
and, commencing in 1998, additional fees payable quarterly together with an
increase in the interest rate of 0.5% per quarter in 1998 and for each quarter
that the debt remains outstanding. The Company would have the right to prepay
such debt at anytime without penalty. In the event that the Extension does not
become effective, the Company believes that, assuming it achieves its 1997
Business Strategy, it will have reasonable prospects for a refinancing of such
indebtedness in the latter half of 1997, particularly if the Exchange is
consummated concurrently with such refinancing.
6
<PAGE>
MERISEL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Effective immediately, and throughout the period the Company is implementing the
Exchange and Extension, in excess of 75% of the holders of the 12.5% Notes have
agreed to waive any default arising from the nonpayment of interest due in 1997
on the 12.5% Notes, and 100% of the holders of the Revolving Credit Agreement,
the 11.5% Notes, and the Subordinated Notes of Merisel Americas have agreed to
waive any cross-default resulting from such non-payment. In consideration for
such waivers, Merisel Americas has agreed to pay certain fees to the holders of
the Revolving Credit Agreement and the 11.5% Notes, and, subject to the
Extension becoming effective, to increase the interest rate by 0.5% per quarter
during 1998 on the Subordinated Notes while such debt remains outstanding.
Accordingly, the Company believes that it will be able to satisfy all of its
material debt obligations under such instruments in 1997 pending the
consummation of the Exchange and the Extension. Interest will continue to be due
and payable on the outstanding 12.5% Notes that have not consented to the waiver
at the time such payments are due; however, such holders will not be able to
accelerate the payment of the principal of the 12.5% Notes under the terms of
the Indenture governing the 12.5% Notes.
At March 31, 1997, the Company had cash and cash equivalents of approximately
$47,930,000. In the opinion of management, as a result of the Agreement reached
with the holders of the 12.5% Notes and the waivers received from the holders of
the Revolving Credit Agreement, the 11.5% Notes and the Subordinated Notes, cash
on hand, additional permitted sales of accounts receivable under the
securitization facilities, together with anticipated cash flow in 1997 will be
sufficient to meet the Company's liquidity requirements for the next 12 months.
2. New Accounting Pronouncement
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 128, "Earnings per Share" (SFAS 128) which is
effective for financial statements issued for periods ending after December 15,
1997. SFAS 128 simplifies the previous standards for computing earnings per
share and requires the disclosure of basic and diluted earnings per share. For
the year ended December 31, 1996 and for the subsequent interim period reported,
the amount reported as net income per common and common equivalent share is not
materially different than that which would have been reported for basic and
diluted earnings per share in accordance with SFAS 128.
7
<PAGE>
MERISEL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(UNAUDITED)
3. Fiscal Year
The Company's fiscal year is the 52 or 53 week period ending on the Saturday
nearest to December 31. The Company's first quarter is the 13 week period
ending on the Saturday nearest to March 31. For simplicity of presentation, the
Company has described the interim periods and year-end period as of March 31,
and December 31, respectively.
4. Dispositions
In March 1996, effective as of January 1, 1996 the Company sold its interest in
its wholly owned Australian subsidiary, Merisel Pty Ltd. ("Australia"), to Tech
Pacific Holdings Ltd. Under the terms of the agreement, the Company received
consideration of $9,915,000 in the form of repayment of certain intercompany
debt obligations. The Company recognized a $1,915,000 charge as an impairment
loss for the write down of the Australian net assets to their net realizable
value in the fourth quarter of 1995.
On October 4, 1996, Merisel completed the sale of EML to CHS. The sale was
effective as of September 27, 1996. A loss of $33,455,000, which includes
approximately $7,400,000 of direct costs related to the sale, was recorded on
such sale. The sale price, computed based on the combined closing balance sheet
of EML, was $147,631,000, consisting of (i) $110,379,000 in cash, (ii) the
assumption of Merisel's European asset securitization agreement against which
$26,252,000 was outstanding at closing and (iii) a receivable for $11,000,000,
payable in three installments of $3,000,000, $4,000,000, and $4,000,000, of
which only the final payment of $4,000,000 remained outstanding as of March 31,
1997.
As of March 28, 1997, the Company completed the sale of substantially all of the
assets of Merisel FAB to a wholly owned subsidiary of Synnex. The sale price,
computed based upon the February 21, 1997 balance sheet of Merisel FAB was
$31,992,000 consisting of the buyer assuming $11,992,000 of trade payables and
accrued liabilities and a $20,000,000 extended payable due to Vanstar
Corporation. As part of the sale, the Company agreed to extend rebates to
Synnex on future purchases at a defined rate per dollar of purchases, not to
exceed $2,000,000. The purchase price is subject to adjustments based upon
Merisel FAB's March 28, 1997 balance sheet. In the quarter ended December 31,
1996, the Company recorded an impairment charge of $2,033,000 to adjust Merisel
FAB's assets to their estimated fair market value.
8
<PAGE>
MERISEL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(UNAUDITED)
Following is summarized pro forma operating results assuming that the Company
had sold the assets of Merisel FAB, and EML as of January 1, 1996.
<TABLE>
<CAPTION>
(in thousands except per share data)
Three Months Three Months
Ended Ended
March 31, March 31,
1996 1997
-------------- ---------------
<S> <C> <C>
Net Sales $ 881,565 $ 910,923
Gross Profit 51,581 57,299
Net loss (13,887) (1,024)
============== ================
Net loss per share $ (0.47) $ (0.03)
Weighted Average Shares Outstanding
============== ================
29,863 30,078
============== ================
</TABLE>
EML is not an incorporated entity for which historical financial statements were
prepared. The historical balances used in preparing the above pro forma balances
represent combined balances obtained from the separate unaudited financial
statements for the individual entities comprising EML. The pro forma results
include adjustments for general and administrative expenses that would not have
been eliminated due to the sale of EML. The pro forma adjustments also include
adjustments for amortization of intangible assets and for interest expense on
debt repaid with a portion of the proceeds from the sale, net of the effect of
an interest rate increase resulting from the renegotiation of certain debt
agreements as a result of the sale. Historical balances obtained from FAB's
unaudited financial statements were also used in preparing the pro forma
balances above.
5. Debt
At March 31, 1997, the Company's subsidiaries, Merisel Americas and Merisel
Europe, Inc. ("Merisel Europe") had unsecured senior borrowings, which as
amended, consisted of $56,198,000 of 11.5% notes by Merisel Americas, and an
$84,297,000 Revolving Credit Agreement by Merisel Americas and Merisel Europe,
all of which were outstanding. Advances under the Revolving Credit Agreement
bear interest at specific rates based upon market reference rates plus a
specified percentage. The average interest rate for the Revolving Credit
Agreement at March 31, 1997 was approximately 10.8%. The outstanding balance
under the Company's privately placed subordinated notes was $13,200,000 and
provide for an interest rate of 11.78%. Additionally, At March 31, 1997,
Merisel, Inc. had outstanding $125,000,000 principal amount of the 12.5% Notes.
The 12.5% Notes provide for an interest rate of 12.5% payable semiannually.
9
<PAGE>
MERISEL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(UNAUDITED)
On April 14, 1997, the Company obtained a Limited Waiver and Voting Agreement
from the required number of holders of the 12.5% Notes. Under the Limited Waiver
and Voting Agreement, the holders have agreed to exchange the 12.5% Notes into
approximately 80% of the Company's Common Stock. (See Note 1--"Liquidity").
At March 31, 1997, the Company had promissory notes outstanding with an
aggregate balance of $9,635,000. Such notes provide for interest at the rate of
approximately 7.7% per annum and are repayable in 48 and 60 monthly installments
commencing February 1, 1996, with balloon payments due at maturity. The notes
are collateralized by certain of the Company's real property and equipment.
8. Net Loss Per Share
Net loss per share is computed by dividing net loss by the weighted average
number of shares of common stock outstanding during the related period,
including common stock options when dilutive.
9. Supplemental Disclosure of Cash Flow Information
Cash paid (received) in the quarter ended March 31 for interest and income taxes
was as follows:
<TABLE>
<CAPTION>
1997 1996
------- --------
(in thousands)
<S> <C> <C>
Interest $9,238 $18,111
Income taxes $ (593) $(3,547)
</TABLE>
Effective March 28, 1997, the Company sold substantially all of the assets
of Merisel FAB. The recorded sale price was $31,992,000, consisting of the
assumption of $11,992,000 of trade payables and accrued liabilities and a
$20,000,000 extended payable due to a third party, in full consideration for the
assets (See Note 4- "Dispositions").
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
GENERAL
- -------
Merisel, Inc., a Delaware corporation and a holding company (together with its
subsidiaries, "Merisel" or the "Company"), is a leading distributor of computer
hardware, networking equipment and software products. Through its main
operating subsidiary, Merisel Americas, Inc. ("Merisel Americas") and its
subsidiaries (the "Operating Company"), the Company markets products and
services throughout North America and has achieved operational efficiencies that
have made it a valued partner to a broad range of computer resellers, including
value-added resellers (VARs), commercial resellers/dealers, and retailers. The
Company also has established the Merisel Open Computing Alliance (MOCA(TM)), a
division which primarily supports Sun Microsystems' UNIX-based product sales and
installations.
During 1996, the Company pursued a business plan that was developed to address
capital structure issues by curtailing non-essential capital expenditures,
eliminating investments, and disposing of assets. Effective January 1, 1996,
the Company sold its Australian operations. As of September 27, 1996, the
Company completed the sale of its European, Mexican and Latin American
businesses (referred to here-in as "EML"). In addition, as of March 28, 1997,
the Company completed the sale of substantially all of the assets of Merisel FAB
to a wholly owned subsidiary of SYNNEX Information Technologies, Inc. ("Synnex")
The sales price, computed based upon the February 21, 1997 balance sheet of
Merisel FAB was $31,992,000 consisting of the buyer assuming $11,992,000 of
trade payables and accrued liabilities, and a $20,000,000 extended payable due
to Vanstar Corporation.
As a result of these asset dispositions, the company's operations are now
focused exclusively in North America. In the year ended December 31, 1996, the
North American Business (as defined below) produced $3.4 billion in revenues,
and the Former Operations (as defined below) produced $2.1 billion in revenue.
As the North American Business represents the ongoing business of the Company,
the following discussion and analysis will compare the results of operations for
the three months ended March 31, 1997 for the North American Business only. As
used in this discussion and analysis, the term "North American Business" refers
to Merisel's United States and Canadian distribution businesses, and the term
"Former Operations" refers to those operations disposed of by Merisel during
1996 and the first quarter of 1997, namely the Australian Business, EML, and
Merisel FAB's franchise and aggregations businesses ("FAB").
11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(Continued)
RESULTS OF OPERATIONS
- ---------------------
Three Months Ended March 31, 1997 as Compared to the Three Months Ended March
- -----------------------------------------------------------------------------
31, 1996.
- -----------
The following table sets forth the unaudited results of operations for the North
American Business and for the Former Operations for the three months ended March
31, 1997 and March 31, 1996.
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
March 31, 1997 March 31, 1996
(In Thousands)(Unaudited) (In Thousands)(Unaudited)
---------------------------------------------- --------------------------------------------------
North North
American Former Operations Consolidated American Former Operations Consolidated Total
Business Total Business
---------------------------------------------- --------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Sales $910,923 $202,177 $1,113,100 $881,565 $655,024 $1,536,589
Cost of Sales 853,624 194,500 1,048,124 829,984 619,382 1,449,366
---------------------------------------------- --------------------------------------------------
Gross Profit 57,299 7,677 64,976 51,581 35,642 87,223
SG&A Expenses 45,321 6,199 51,520 50,163 32,973 83,136
---------------------------------------------- --------------------------------------------------
Operating Income $ 11,978 $ 1,478 $ 13,456 $ 1,418 $ 2,669 $ 4,087
============= ============ =========== =========== =========== ===========
</TABLE>
For the quarter ended March 31, 1997, net sales for the North American Business
increased by 3.3% from $881,565,000 in the quarter ended March 31, 1996 to
$910,923,000 in the quarter ended March 31, 1997. Net sales decreased by 1.1% in
the United States, and increased by 21.1% in Canada. The Company lost market
share in the United States due to competitive pressures and liquidity
constraints which curtailed sales growth. Canadian sales growth for the quarter
was ahead of industry growth rates.
In the North American Business, hardware and accessories accounted for 75% of
net sales and software accounted for 25% of net sales in the first quarter of
1997, as compared to 76% and 24% for the same categories, respectively, in the
first quarter of 1996.
Gross profit for the North American Business increased 11.1% from $51,581,000 in
1996 to $57,299,000 in 1997. Gross profit as a percentage of sales, or gross
margin, increased from 5.9% in 1996 to 6.3% in 1997. The increase in gross
profit is in part attributable to a concentrated effort in the United States and
Canada to focus attention on more profitable product lines, and improved
controls over margin management related activities such as sales execution,
improved processes, vendor rebate programs and purchasing discounts. The
improved margins also reflect the continued growth in the Company's MOCA
division, which has historically achieved higher average margins. MOCA sales
were equal to 9.9% of total North American business sales in the current quarter
as compared to 7.7% in the first quarter of 1996. The Company believes that in
the past, its gross margins have been below the industry average, and as such,
corrective actions have been undertaken as part of the overall business strategy
to concentrate on profitability for 1997. Gross margins in the United States and
Canada were 6.40% and 5.94%, respectively, for the first quarter of 1997,
compared to 5.85% and 5.87%, respectively, for the first quarter of 1996.
Despite the improved margin performance experienced in the first three months of
1997, the Company expects that it will continue to face intense competitive
pricing pressures.
12
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(Continued)
Selling, general and administrative expenses for the North American Business
decreased by 9.7% from $50,163,000 in the first quarter of 1996 to $45,321,000
in the first quarter of 1997. The $4,842,000 decrease is due to several factors
in the first quarter of 1996. These factors include increased expenses such as
severance costs associated with carrying out the Company's 1996 business plan
and strategies, continuing professional fees and other costs incurred to develop
business plans and strategies and to improve certain business processes.
Additionally, the Company incurred increased expenses associated with its new
computer operating system in 1996.
As a result of the above items, operating income for the North American Business
improved by $10,559,000 from $1,418,000 for the first quarter of 1996 to
$11,977,000 for the first quarter of 1997.
INTEREST EXPENSE; OTHER EXPENSE; AND INCOME TAX PROVISION
Interest expense for the Company, including Former Operations, decreased 12.7%
from $9,877,000 in 1996 to $8,623,000 in 1997. The decrease in interest expense
is attributable to the amortization and paydown of the company's debt by
approximately $122,918,000 from April of 1996 through the end of March, 1997,
and is offset by an increase in interest rates under the company's 11.5% Notes,
Revolving Credit Agreement and the Subordinated Notes, of 2.9%, 3.3%, and .05%,
respectively. Approximately $72,500,000 of the paydown occurred in October
of 1996, using proceeds from the sales of EML.
Other Expenses for the Company, including Former Operations, decreased from
$7,238,000 in the three months ended March 31, 1996, to $3,530,000 for the same
period in 1997. This decrease is due primarily to one time financing charges in
the first quarter of 1996, for approximately $3,125,000 related to amendments of
the Company's financing agreements. Additionally, securitization fees, which are
included in other expense, decreased by approximately $1,022,000 partially due
to lower sales of accounts receivables in the North American Business, and to
the disposal of the European asset securitization facility, as part of the
divestiture of EML in the third quarter of 1996. The average month end proceeds
from the accounts receivable sales under all of the Company's various
securitization facilities decreased from $289,113,000 for the three months ended
March 31, 1996 to $251,294,000 in for the same period in 1997.
The income tax provision decreased from an expense of $480,000 for the three
months ended March 31, 1996, to an expense of $173,000 for the same period in
1997. In both periods, the income tax rate reflects only the minimal statutory
tax requirements in the various states and provinces in which the Company
conducts business, as the company has sufficient net operating loss provisions
to offset federal income taxes.
13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(Continued)
CONSOLIDATED INCOME (LOSS)
On a consolidated basis, net income for the Company, including the Former
Operations, increased from a loss of $13,508,000 for the three months ended
March 31, 1996, to income of $1,130,000 for the three months ended March 31,
1997, due to the factors described above. Net income per share increased from a
loss of $0.45 per share in 1996 to income of $ 0.04 per share in 1997.
SYSTEMS AND PROCESSES
- ---------------------
Merisel has made significant investments in new, advanced computer and warehouse
management systems for its North American operations to support sales growth and
improve service levels. All of Merisel's nine North American warehouses now
utilize Merisel's Information and Logistical Efficiency System ("MILES"), a
computerized warehouse management system, which uses infrared bar coding and
advanced computer hardware and software to maintain high picking, receiving and
shipping accuracy rates.
Merisel is in the process of converting its North American operations to the SAP
client/server operating system. SAP is an enterprise-wide system which
integrates all functional areas of the business including order entry, inventory
management and finance in a real-time environment. The Company began designing
the new system in 1993 and converted its Canadian operations from a mainframe to
the client/server operating system in August 1995. The new system is designed to
provide greater transaction accuracy, flexibility, and custom pricing
applications.
The Company plans to convert its United States operations to the SAP system in
the future. The design and implementation of these new systems are complex
projects and involve certain risks. As a result, the United States system
implementation will be delayed beyond 1997. Until such implementation, the
Company will continue to modify its existing United States systems and may
experience difficulty in processing transactions, which could adversely affect
operating income and cash flows.
VARIABILITY OF QUARTERLY RESULTS AND SEASONALITY
- ------------------------------------------------
Historically, the Company has experienced variability in its net sales and
operating margins on a quarterly basis and expects these patterns to continue in
the future. Management believes that the factors influencing quarterly
variability include: (i) the overall growth in the computer industry; (ii)
shifts in short-term demand for the Company's products resulting, in part, from
the introduction of new products or updates of existing products; and (iii) the
fact that virtually all sales in a given quarter result from orders booked in
that quarter. Due to the factors noted above, as well as the dynamic
characteristics of the computer product distribution industry, the Company's
revenues and earnings may be subject to material volatility, particularly on a
quarterly basis.
14
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(Continued)
Additionally, in the U.S. and Canada, the Company's net sales in the fourth
quarter have been historically higher than in its other three quarters.
Management believes that the pattern of higher fourth quarter sales is partially
explained by customer buying patterns relating to calendar year-end business and
holiday purchases. As a result of this pattern the Company's working capital
requirements in the fourth quarter have typically been greater than other
quarters. Net sales in the Canadian operations are also historically strong in
the first quarter of the fiscal year. This is primarily due to buying patterns
of Canadian Government Agencies. See "Liquidity and Capital Resources" below.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company has financed its growth and cash needs primarily through borrowings,
securitizations of its trade receivables and the public and private sales of its
securities.
Net cash provided by operating activities during the three months ended March
31, 1997, was $10,577,000. The primary sources of cash from operating activities
was a decrease in inventory of $34,348,000, increased accounts payable of
$6,626,000 and a net profit of $1,131,000. The primary use of cash during the
period was a $32,384,000 increase in accounts receivable. The decrease in
inventory from the fourth quarter, is the result of the effect of seasonal
fluctuations on inventory needs. The increase in accounts payable related
primarily to the purchasing activities of Merisel FAB during the quarter and
prior to the sale of substantially all of the assets of Merisel FAB. The
accounts payable levels for the North American Business did not change
significantly from the end of 1996.
Net cash used in investing activities was $648,000 consisting entirely of
leasehold improvements and equipment expenditures. The expenditures were
primarily for the maintenance and improvements of existing facilities. The
Company presently anticipates that its capital expenditures for 1997 will be
between $15,000,000 and $18,000,000, consisting of costs of upgrading and
modifying existing computer systems, warehouse systems, and facilities in Canada
and the United States. Net cash used in financing activities was $6,432,000 and
was comprised primarily of scheduled payments under the Company's various debt
facilities.
Funds are also generated through the sale of receivables by Merisel Capital
Funding, Inc., a wholly owned subsidiary of the Company's Merisel Americas,
Inc. operating subsidiary. Merisel Capital Funding's sole business is the
ongoing purchase of trade receivables from Merisel Americas. Merisel Capital
Funding sells these receivables, in turn, under an agreement with a
securitization company, whose purchases yield proceeds of up to $300,000,000 at
any point in time. Merisel Capital Funding is a separate corporate entity with
separate creditors who, upon its liquidation, are entitled to be satisfied out
of Merisel Capital Funding's assets prior to any value in the subsidiary
becoming available to the subsidiary's equity holder. As a result of losses the
Company incurred in fiscal year 1996, Merisel Americas and Merisel Capital
Funding were obliged and did obtain amendments and waivers with respect to
certain covenants under this facility, which expires October 2000.
15
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(Continued)
Effective December 15, 1995, Merisel Canada, Inc. ("Merisel Canada") entered
into a receivables purchase agreement with a securitization company to provide
funding for Merisel's Canadian subsidiary. In accordance with this agreement,
Merisel Canada sells receivables to the securitization company, which yields
proceeds of up to $150,000,000 Canadian dollars. The facility expires December
12, 2000, but is extendible by notice from the securitization company, subject
to the Company's approval.
Under these securitization facilities, the receivables are sold at face value
with payment of a portion of the purchase price being deferred. As of March 31,
1997, the total amount outstanding under these facilities was $259,830,000. Fees
incurred in connection with the sale of accounts receivable for the three months
ended March 31, 1996 and 1997 were $4,544,000, and $3,573,000, respectively, and
are recorded as other expense.
At March 31, 1997, the Company's subsidiaries, Merisel Americas and Merisel
Europe, Inc. ("Merisel Europe") had unsecured senior borrowings, which as
amended, consisted of $56,198,000 of 11.5% notes by Merisel Americas, and an
$84,297,000 Revolving Credit Agreement by Merisel Americas and Merisel Europe,
all of which were outstanding. Advances under the Revolving Credit Agreement
bear interest at specific rates based upon market reference rates plus a
specified percentage. The average interest rate for the Revolving Credit
Agreement at March 31, 1997 was approximately 10.8 %. On October 4, 1996, the
Company amended the 11.5% Notes and the Revolving Credit Agreement in connection
with the sale of EML and permanently reduced the outstanding borrowings on the
11.5% Notes and the Revolving Credit Agreement by $29,000,000 and $43,500,000,
respectively. As a result of the sale of EML, Merisel Europe no longer is an
operating entity.
As amended, these agreements require that the Company make an aggregate of five
consecutive principal payments of $1,500,000 each on the last calendar day of
each month from February through June 1997 plus an additional principal
repayment of $7,500,000 on January 2, 1998. The Company has made these payments
as scheduled through the date of this report. In the absence of a debt
restructuring, the 11.5% Notes and the Revolving Credit Agreement provide that
if the Company makes the June 30, 1997 interest payment on its $125,000,000
principal amount 12.5% Notes at any time before January 31, 1998, then the
Company shall make an aggregate principal repayment of an additional $40,000,000
on the 11.5% Notes and the Revolving Credit Agreement. Further, if the Company
makes the December 31, 1997 interest payment on its 12.5% Notes at anytime
before January 31, 1998, the Company must make an additional aggregate principal
payment of $30,000,000 on the 11.5% Notes and the Revolving Credit Agreement.
The 11.5% Notes and the Revolving Credit Agreement are due in full on January
31, 1998. The amendments also provide that certain tax refunds and asset sale
proceeds when received by the Company shall be used to permanently prepay the
11.5% Notes and Revolving Credit Agreement. The principal repayments will be
shared ratably by the lenders under the Revolving Credit Agreement and the
holders of the 11.5% Notes.
16
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(Continued)
The 11.5% Notes and the Revolving Credit Agreement contain various covenants,
including those which prohibit the payment of cash dividends, require a minimum
amount of tangible net worth, and place limitations on the acquisition of
assets. These agreements also require the Company or certain of its subsidiaries
to maintain certain specified financial ratios. Such financial ratios include:
minimum interest coverage; minimum adjusted tangible net worth; minimum earnings
before interest, taxes, depreciation, amortization and securitization expense;
maximum total debt equivalents to adjusted tangible net worth; minimum inventory
turnover; minimum accounts payable; and minimum accounts payable to inventory.
In connection with the sale of EML and as a result of the substantial losses
incurred by the Company for the years ended December 31, 1996 and December 31,
1995, the Company was required to obtain and did obtain waivers of various
covenants, including financial ratio covenants, contained in the Senior Notes
and the Revolving Credit Agreement for the Company's third fiscal quarter of
1996, and amendments of such covenants for future periods.
Effective April 14, 1997, the Company obtained the Limited Waiver and Agreement
to Amend from 100% of the holders of the 11.5% Notes, the Revolving
Credit Agreement and the Subordinated Notes. Under the Limited Waiver and
Agreement to Amend, the Company obtained certain waivers and consents necessary
to facilitate its debt restructuring. Among other items, the lenders agreed to
waive any default that may arise from the non-payment of interest on the 12.5%
Notes, the commencement of a "prepackaged" plan of reorganization under Chapter
11 of the U.S. Bankruptcy Code and certain other events of default and financial
covenants. In addition, the lenders have agreed, subject to execution of
definitive documentation and certain other conditions, to extend the maturities
of the Revolving Credit Agreement and the 11.5% Notes to January 31, 1999. (See
note 1--"Liquidity".)
At March 31, 1997, Merisel Americas had outstanding an aggregate of $13,200,000
of privately placed subordinated notes (the "Subordinated Notes"). The
Subordinated Notes, as amended during 1996, provide for an interest rate
increase of .50% to 11.78% per annum effective April 15, 1996, and are repayable
in three remaining equal annual installments of $4,400,000 due in March of 1998,
1999 and 2000. The Company has made these payments as scheduled through the
date of this report. Accrued interest on the Subordinated Notes is required to
be paid quarterly. The Subordinated Notes contain certain restrictive covenants,
including those that limit the Company's ability to incur debt, acquire the
stock of or merge with other corporations, sell certain assets and prohibit the
payment of dividends. The Subordinated Notes also incorporate the financial
covenants contained in the Senior Notes and the Revolving Credit Agreement. In
connection with the amendment of the Revolving Credit Agreement and the Senior
Notes described above, the Company was required to obtain and did obtain an
amendment of the Subordinated Note Purchase Agreement.
17
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(Continued)
ASSET MANAGEMENT
- ----------------
Merisel attempts to manage its inventory position to maintain levels sufficient
to achieve high product availability and same-day order fill rates. Inventory
levels may vary from period to period, due to factors including increases or
decreases in sales levels, Merisel's practice of making large-volume purchases
when it deems such purchases to be attractive and the addition of new
manufacturers and products. The Company has negotiated agreements with many of
its manufacturers which contain stock balancing and price protection provisions
intended to reduce, in part, Merisel's risk of loss due to slow-moving or
obsolete inventory or manufacturer price reductions. The Company is not assured
that these agreements will succeed in reducing this risk. In the event of a
manufacturer price reduction, the Company generally receives a credit for
products in inventory. In addition, the Company has the right to return a
certain percentage of purchases, subject to certain limitations. Historically,
price protection and stock return privileges, as well as the Company's inventory
management procedures, have helped to reduce the risk of loss of carrying
inventory.
The Company has purchased foreign exchange contracts whenever available to
minimize foreign exchange transaction gains and losses. Such contracts were
temporarily not available to the Company beginning in the latter part of 1996.
The Company experienced net transaction losses of approximately $350,000 in the
first quarter of 1997, prior to the renewed availability of foreign exchange
contracts. The Company plans to continue to use foreign exchange contracts in
the future, to the extent they are available.
The Company offers credit terms to qualifying customers and also sells on a
prepay, credit card and cash-on-delivery basis. The Company also offers
financing for its sales to certain of its customers through various floor plan
financing companies. With respect to credit sales, the Company attempts to
control its bad debt exposure by monitoring customers' creditworthiness and,
where practicable, through participation in credit associations that provide
customer credit rating information for certain accounts. In addition, the
Company purchases credit insurance as it deems appropriate.
COMPETITION
- -----------
Traditionally, competition in the computer products distribution industry is
intense. Competitive factors include price, brand selection, breadth and
availability of product offering, financing options, shipping and packaging
accuracy, speed of delivery, level of training and technical support, marketing
services and programs and ability to influence a buyer's decision.
Certain of Merisel's competitors have substantially greater financial resources
than Merisel. Merisel's principal competitors include large United States-based
distributors and aggregators such as Gates/Arrow, Inacom, Ingram Micro,
Intelligent Electronics, MicroAge and Tech Data Corporation, as well as regional
distributors and franchisors.
18
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(Continued)
Merisel also competes with manufacturers that sell directly to computer
resellers, sometimes at prices below those charged by Merisel for similar
products. The Company believes its broad product offering, product availability,
prompt delivery and support services may offset a manufacturer's price
advantage. In addition, many manufacturers concentrate their direct sales on
large computer resellers because of the relatively high costs associated with
dealing with small-volume computer reseller customers.
19
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: May 19, 1997
Merisel, Inc.
By: /s/ James E. Illson
----------------------------------------
James E. Illson
Senior Vice President, Finance,
Chief Financial Officer and Assistant
Secretary
20
