UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-4482
ARROW ELECTRONICS, INC.
(Exact name of Registrant as specified in its charter)
New York 11-1806155
(State or other jurisdiction of (I.R.S. Employer Identifi-
incorporation or organization) cation Number)
25 Hub Drive, Melville, New York 11747
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number,
including area code (516) 391-1300
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.
Common stock, $1 par value: 35,305,176 shares outstanding at November 3, 1994.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
<S> <C> <C> <C> <C>
Nine Months Ended Three Months Ended
September 30 September 30
1994 1993 1994 1993
Sales $2,886,285 $2,095,349 $996,259 $790,941
Costs and expenses:
Cost of products sold 2,365,566 1,693,627 821,561 645,697
Selling, general and
administrative expenses 311,912 244,811 103,791 87,648
Depreciation and amortization 17,269 12,480 5,887 5,097
Integration charge 21,875 - 21,875 -
2,716,622 1,950,918 953,114 738,442
Operating income 169,663 144,431 43,145 52,499
Equity in earnings of
affiliated company - 938 - 325
Interest expense 29,208 21,657 9,342 7,373
Earnings before income taxes
and minority interest 140,455 123,712 33,803 45,451
Provision for income taxes 55,801 49,860 12,982 18,858
Earnings before minority interest 84,654 73,852 20,821 26,593
Minority interest 12,656 9,645 4,314 3,077
Net income $ 71,998 $ 64,207 $ 16,507 $ 23,516
Net income used in per common share
calculation (reflecting deduction
of preferred stock dividends) $ 71,998 $ 63,327 $ 16,507 $ 23,278
Net income per common share:
Primary $2.02 $1.85 $ .46 $ .67
Fully diluted $1.91 $1.73 $ .45 $ .63
Average number of common shares
and common share equivalents
outstanding:
Primary 35,717 34,216 35,734 34,806
Fully diluted 39,490 38,982 39,507 39,356
See accompanying notes
</TABLE>
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<TABLE>
ARROW ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
September 30, December 31,
1994 1993
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and short-term investments $ 57,649 $ 60,730
Accounts receivable, less allowance
for doubtful accounts ($27,598 in
1994 and $18,597 in 1993) 583,935 411,436
Inventories 562,938 497,661
Prepaid expenses and other assets 19,315 11,878
Total current assets 1,223,837 981,705
Property, plant and equipment at cost:
Land 6,030 6,030
Buildings and improvements 39,695 35,188
Machinery and equipment 71,576 59,636
117,301 100,854
Less accumulated depreciation and
amortization 50,000 40,900
67,301 59,954
Investments in net assets of
acquired businesses 46,067 -
Investment in affiliated company - 13,371
Cost in excess of net assets of companies
acquired, less accumulated amortization
($20,623 in 1994 and $15,179 in 1993) 249,738 209,515
Other assets 39,780 53,422
$1,626,723 $1,317,967
See accompanying notes.
</TABLE>
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<TABLE>
ARROW ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
September 30, December 31,
1994 1993
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable $ 332,721 $ 237,241
Accrued expenses 127,516 108,996
Accrued interest 6,086 5,421
Short-term borrowings, including
current maturities of long-term debt 94,411 41,075
Total current liabilities 560,734 392,733
Long-term debt 207,666 189,859
Deferred income taxes and other liabilities 52,622 43,503
Subordinated debentures 125,000 125,000
Minority interest 95,322 71,459
Shareholders' equity:
Common stock, par value $1:
Authorized - 60,000,000 shares
Issued - 35,309,422 shares in 1994
and 35,039,548 shares in 1993 35,309 35,039
Capital in excess of par value 340,312 332,700
Retained earnings 208,847 136,849
Foreign currency translation adjustment 4,808 (7,492)
589,276 497,096
Less: Treasury shares (11,247 in 1994
and 10,872 in 1993) at cost 13 12
Unamortized employee stock awards 3,884 1,671
585,379 495,413
$1,626,723 $1,317,967
See accompanying notes.
</TABLE>
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<TABLE>
ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
(IN THOUSANDS)
(UNAUDITED)
<S> <C> <C>
1994 1993
Cash flows from operating activities:
Net income $71,998 $ 64,207
Adjustments to reconcile net income to net
cash provided by (used for) operations:
Minority interest in earnings 12,464 9,645
Integration charge 21,875 -
Depreciation and amortization 18,966 14,175
Equity in undistributed earnings of
affiliated company - (938)
Deferred taxes 8,677 8,465
Change in assets and liabilities,
net of effects of acquired businesses:
Accounts receivable (90,065) (115,167)
Inventories (28,294) (47,044)
Prepaid expenses and other assets (2,470) 3,286
Accounts payable 67,281 82,554
Accrued expenses (22,027) 17,452
Accrued interest 561 4,066
Other (2,050) 1,817
Net cash provided by operating activities 56,916 42,518
Cash flows from investing activities:
Acquisitions of property, plant and
equipment, net (10,907) (9,096)
Cash consideration paid for acquired businesses (80,784) (86,543)
Repayment by/(loan to) affiliate 7,730 (7,000)
Net cash (used for) investing activities (83,961) (102,639)
Cash flows from financing activities:
Change in notes payable to banks 9,531 1,406
Repayment of long-term debt (24,592) (3,290)
Proceeds from common stock offering - 17,705
Proceeds from exercise of stock options 2,752 2,592
Proceeds from long-term debt 39,351 66,255
Distribution to partners, net of contributions (3,990) (1,542)
Dividends paid - (880)
Financing fees paid (200) (1,248)
Net cash provided by financing activities 22,852 80,998
Net increase (decrease) in cash and
short-term investments (4,193) 20,877
Cash and short-term investments at beginning of
period 60,730 30,457
Cash and short-term investments from affiliate
at beginning of period 1,112 -
Cash and short-term investments at end of period $57,649 $ 51,334
Supplemental disclosures of cash flow information
Cash paid during the period:
Income taxes $43,344 $ 20,899
Interest $29,968 $ 14,992
See accompanying notes
</TABLE>
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ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1994
(UNAUDITED)
Note A -- Basis of presentation
The accompanying consolidated financial statements reflect all
adjustments, consisting only of normal recurring accruals, which are, in the
opinion of management, necessary for a fair presentation of the consolidated
financial position and results of operations at and for the periods
presented. Such financial statements do not include all the information or
footnotes necessary for a complete presentation and, accordingly, should be
read in conjunction with the company's audited consolidated financial
statements for the year ended December 31, 1993 and the notes thereto. The
results of operations for the interim periods are not necessarily indicative
of results for the full year.
On August 29, 1994, the company completed the acquisition of
Gates/FA Distributing, Inc. ("Gates") in a transaction which was accounted
for as a pooling-of-interests. Accordingly, the company's consolidated
financial statements have been restated to include the operations of Gates
for all periods presented.
Note B -- Net income per common share
Net income per common share for 1994 is based upon the weighted
average number of shares of common stock and common stock equivalents
outstanding. For the nine months and quarter ended September 30, 1994, the
average number of common stock equivalents was 522,706 and 476,962,
respectively. Net income per common share on a fully diluted basis for 1994
assumes that the 5-3/4% convertible subordinated debentures (the
"convertible subordinated debentures") were converted to common stock at the
beginning of the period and the related interest expense, net of taxes, was
eliminated.
Net income per common share for 1993 is based upon the weighted
average number of common stock and common stock equivalents outstanding
after deducting preferred stock dividends related to the series B $19.375
convertible exchangeable preferred stock (the "convertible exchangeable
preferred stock"), which was converted into common stock in September 1993.
For the nine months and quarter ended September 30, 1993, the average number
of common stock equivalents was 715,082 and 725,334, respectively. Net
income per common share on a fully diluted basis for 1993 assumes that the
convertible exchangeable preferred stock and the convertible subordinated
debentures were converted to common stock at the beginning of the period.
The dividends related to the convertible exchangeable preferred stock and
the interest expense on the convertible subordinated debentures, net of
taxes, were eliminated.
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Note C -- Acquisition of electronics distribution businesses
On August 29, 1994, the company completed the acquisition of Gates
through the exchange of approximately 3,700,000 shares of newly-issued
company stock. Gates' reported financial results have been adjusted to
conform to the financial presentation of the company. Sales and net income
combined for the nine months and three months ended September 30, 1993 and
1994, respectively, are as follows (in thousands):
Nine months ended Three months ended
September 30 September 30
1994 1993 1994 1993
Sales:
Arrow $2,572,311 $1,833,285 $915,881 $697,825
Gates 313,974 262,064 80,378 93,116
Combined $2,886,285 $2,095,349 $996,259 $790,941
Net income:
Arrow $ 68,153 $ 58,830 $ 16,330 $ 21,734
Gates 3,845 5,377 177 1,782
Combined $ 71,998 $ 64,207 $ 16,507 $ 23,516
The combined financial data does not reflect the cost savings
expected to be achieved from the combination of Gates with the company's
business or any sales attrition which may result. The cost savings will
result principally from reductions in personnel performing duplicative
functions and the elimination of duplicative administrative facilities,
selling and stocking locations, and computer and telecommunications
equipment.
The combined financial data for 1994 includes a special pretax
charge of $21,875,000 ($.36 and $.37 per share for the nine months and
quarter ended September 30, 1994, respectively) of estimated costs
associated with the integration of Gates and related transaction fees. Such
estimated integration costs included real estate termination costs and
severance and other expenses related to personnel performing duplicative
functions.
In January 1994, the company acquired an additional 15% share in
Spoerle Handelsgesellschaft mbH and Co. and its general partner, Spoerle
GmbH (collectively, "Spoerle"), the largest distributor of electronic
components in Germany, increasing its holdings to a 70% interest. During
the first quarter of 1994, the company acquired an additional 11% share in
Silverstar Ltd. S.p.A. ("Silverstar"), the largest distributor of electronic
components in Italy, increasing its holdings to a 61% majority interest.
The acquisitions are being accounted for as purchase transactions, and
Silverstar is consolidated with the company, effective January 1, 1994.
Prior to 1994 the company's investment in Silverstar was accounted for under
the equity method.
In addition, in January 1994 the company acquired the electronic
component distribution business of Field Oy, the largest distributor of
electronic components in Finland, and in March 1994 the company acquired
TH:s Elektronik AB and its subsidiaries, a group of electronic distribution
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companies serving Norway, Sweden, and Finland. In April 1994, the company
acquired Exatec A/S, one of the largest distributors of semiconductors in
Denmark. In May 1994, the company acquired Texny (Holdings) Limited, one of
Hong Kong's leading distributors of electronic components. The acquisitions
are being accounted for as purchase transactions beginning in their
respective month of acquisition.
In January 1993, the company acquired an additional 15% share in
Spoerle, increasing its holdings to a then 55% majority interest. In May
1993, the company acquired the high-reliability electronic component
distribution and value-added service businesses of Zeus Components, Inc.
("Zeus"). In June 1993, the company acquired Microprocessor & Memory
Distribution Limited ("MMD"), a U.K.-based electronics distributor which
focuses on the distribution of high-technology semiconductor products. In
August 1993, the company acquired Components Agent Limited ("CAL"), one of
the largest electronics distributors in Hong Kong. During the third quarter
of 1993 the company acquired a majority interest in Amitron S.A. and the ATD
Group, electronics distributors serving the Spanish and Portuguese markets.
In November 1993, the company augmented its French operations by acquiring
CCI Electronique.
Set forth below for comparative purposes is the pro forma combined
summary of operations for the nine months ended September 30, 1993 as though
the acquisitions in 1993 had occurred on January 1, 1993.
Nine Months Ended
September 30, 1993
(In thousands except per share data)
Sales $2,218,239
Operating income 147,772
Net income 65,220
Net income per common share:
Primary 1.87
Fully diluted 1.75
Average number of common shares and common
share equivalents outstanding:
Primary 34,418
Fully diluted 39,184
The unaudited pro forma combined summary of operations has been
prepared utilizing the historical financial statements of the company and
the acquired businesses. The unaudited pro forma combined summary of
operations includes the effect of the purchase price allocation adjustments
and the additional interest expense on debt incurred in connection with the
acquisitions as if the debt had been outstanding from the beginning of the
period. The purchase price allocation adjustments include the adjustment of
the net assets acquired to fair market value and the estimated costs
associated with the integration of the businesses. Such estimated costs
include professional fees as well as real estate lease termination costs,
costs associated with the elimination of certain redundant franchised lines,
and severance and other expenses related to personnel performing duplicative
functions, all of which are associated with facilities and personnel of the
acquired businesses. The unaudited pro forma combined summary of operations
does not purport to be indicative of the results which actually would have
been obtained if the acquisitions had been made at the beginning of 1993.
-8-
The unaudited pro forma combined summary of operations does not
reflect sales attrition which may result from the combination of Zeus and
MMD with the company's businesses. It also does not reflect the cost
savings the company achieved from the combination of the Zeus businesses
with its own and it expects to achieve when MMD is combined with the
company's UK businesses.
In September 1994, the company entered into a definitive agreement
to acquire Anthem Electronics, Inc. ("Anthem"), a leading distributor of
semiconductors and computer products to customers throughout the United
States. Under the agreement, which provides for the merger of Anthem and a
newly-formed subsidiary of the company, the shareholders of Anthem will
receive .875 of a share of company common stock for each of the
approximately 12,400,000 shares of Anthem common stock outstanding. The
merger will be accounted for as a pooling-of-interests. The merger is
subject to customary closing conditions, including the approval of the
shareholders of both the company and Anthem. It is estimated that the
closing will occur around the end of November.
-9-
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
On August 29, 1994, the company completed the acquisition of
Gates, a leading commercial distributor of microcomputers, through the
exchange of approximately 3.7 million shares of the company's stock for all
the stock of Gates. This merger is accounted for as a pooling-of-interests
and, accordingly, the accompanying consolidated financial statements have
been restated to include the operations of Gates for all periods prior to
the merger.
Included in 1994's consolidated results is Silverstar, which was
accounted for under the equity method prior to January 1994 when the company
increased its holdings to a majority interest.
Sales
Consolidated sales for the nine months and third quarter of 1994
increased 37.7% and 26% compared with the year-earlier periods. Excluding
Silverstar, sales for the first nine months and third quarter of 1994 were
$2.7 billion and $952 million, respectively, increases of 30.4% and 20.3%
over the comparable year-earlier periods. This sales growth was principally
due to increased activity levels in each of the company's distribution
groups throughout the world and, to a lesser extent, acquisitions in Europe
and the Pacific Rim.
Operating income
The company recorded operating income of $169.7 million and
$43.1 million in the first nine months and third quarter of 1994,
respectively, compared with $144.4 million and $52.5 million, respectively,
in the year-earlier periods. Included in 1994's results is a special pretax
charge of $21.9 million associated with the integration of Gates. Excluding
the special charge, operating income was $191.5 million and $65 million for
the nine months and quarter ended September 30, 1994, respectively. The
improvement in operating income, excluding the special charge, in the 1994
periods reflects the impact of increased sales, acquisitions, continued
economies of scale and expense containment efforts reducing operating
expenses as a percentage of sales, and the consolidation of Silverstar,
offset in part by lower gross profit margins. Gross profit margins
decreased from prior periods as a result of a change in product mix and
competitive pricing pressures.
Excluding Silverstar, selling, general and administrative expenses
as a percentage of sales decreased from 11.7% and 11.1% in the first nine
months and third quarter of 1993, respectively, to 10.6% and 10.3% in the
first nine months and third quarter of 1994, respectively.
Interest expense
Interest expense of $29.2 million and $9.3 million in the first
nine months and third quarter of 1994, respectively, increased from $21.7
million during the first nine months of 1993 and $7.4 million in the
comparable quarter of 1993. The increase from the first nine months and
third quarter of 1993 reflects the consolidation of Silverstar, the
acquisition of the incremental 15% of Spoerle in 1994, and the incremental
interest associated with businesses acquired subsequent to the third quarter
of 1993.
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Income taxes
During the first nine months and third quarter of 1994, the
company recorded a provision for taxes at an effective tax rate of 39.7% and
38.4%, respectively, compared with 40.3% and 41.5%, respectively, in the
earlier periods.
Net income
The company recorded net income of $72 and $16.5 million in the
first nine months and third quarter of 1994, respectively, compared with
$64.2 million in the first nine months of 1993 and $23.5 million in the
third quarter of 1993. Excluding the special charge of $13.1 million, net
of tax, associated with the integration of Gates, net income was $85.1
million ($2.38 per share) and $29.6 million ($.83 per share) for the first
nine months and third quarter of 1994, respectively. The increase in net
income over the year-earlier periods is due to increased sales and operating
income offset in part by an increase in interest expense as previously
discussed.
Liquidity and capital resources
The company maintains a high level of current assets, primarily
accounts receivable and inventories. Consolidated current assets as a
percentage of total assets were approximately 77% and 75% at September 30,
1994 and 1993, respectively, excluding the effect of the investments in net
assets of acquired businesses.
The net amount of cash provided by the company's operating
activities during the first nine months of 1994 was $56.9 million,
principally reflecting higher net earnings. The net amount of cash used for
investing activities was $84 million, including $80.8 million for various
acquisitions. The net amount of cash provided by financing activities was
$22.9 million, principally reflecting the company's U.S. credit agreement
and German bank borrowings, offset in part by the net repayment of debt.
The net amount of cash provided by the company's operating activities
during the first nine months of 1993 was $42.5 million, principally
reflecting increased earnings offset in part by increased working capital
requirements supporting higher sales. The net amount of cash used for
investing activities was $102.6 million, including approximately $86.5
million for the acquisition of Zeus, MMD, CAL, Amitron and ATD, and an
additional 15% interest in Spoerle. The net amount of cash provided by
financing activities was $81 million, principally reflecting the proceeds
from the company's U.S. credit agreement, German bank borrowings, and the
company's May 1993 common stock offering, offset in part by the payment of
financing fees and preferred stock dividends.
In September 1994, the company entered into a definitive agreement
to acquire Anthem, a leading distributor of semiconductors and computer
products to customers throughout the United States. Under the agreement,
which provides for the merger of Anthem and a newly-formed subsidiary of the
company, the shareholders of Anthem will receive .875 of a share of company
common stock for each of the approximately 12.4 million shares of Anthem
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common stock outstanding. The merger will be accounted for as a pooling-of-
interests. The merger is subject to customary closing conditions, including
the approval of the shareholders of both the company and Anthem. It is
estimated that the closing will occur around the end of November.
The company believes that its working capital, funds available
under its credit agreements, and additional funds generated from operations
will be sufficient to satisfy its cash requirements at least through 1996.
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Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
2 - Agreement and Plan of Merger dated as of September 21, 1994 by
and among Arrow Electronics, Inc., MTA Acquisition Company and
Anthem Electronics, Inc. (incorporated by reference to
Exhibit 2 to the company's Registration Statement on Form S-4,
Registration No. 33-55645).
11 - Statement Re: Computation of Earnings Per Share
(b) Reports on Form 8-K.
During the quarter ended September 30, 1994, the company filed
no Current Reports on Form 8-K.
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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.
ARROW ELECTRONICS, INC.
Date: November 14, 1994 By:/s/ Robert E. Klatell
Robert E. Klatell
Senior Vice President
and Chief Financial Officer
Date: November 14, 1994 By:/s/ Paul J. Reilly
Paul J. Reilly
Controller
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Exhibit 11
<TABLE>
ARROW ELECTRONICS, INC.
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(In thousands except per share data)
Nine Months Ended Three Months Ended
September 30, September 30,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Primary
Average shares of common stock
outstanding 35,194 33,501 35,257 34,081
Net effect of dilutive stock
options-based on the treasury
method 523 715 477 725
Total 35,717 34,216 35,734 34,806
Net income $71,998 $64,207 $16,507 $23,516
Less preferred stock dividends - 880 - 238
Total $71,998 $63,327 $16,507 $23,278
Per share amount $ 2.02 $ 1.85 $ .46 $ .67
Fully Diluted
Average shares of common stock
outstanding 35,194 33,501 35,257 34,081
Net effect of dilutive stock
options-based on the treasury
method 523 783 477 745
Assumed conversion of 5-3/4%
convertible subordinated
debentures 3,773 3,774 3,773 3,774
Assumed conversion of preferred
stock - 924 - 756
Total 39,490 38,982 39,507 39,356
Net income $71,998 $64,207 $16,507 $23,516
Add interest on 5-3/4% convertible
subordinated debentures, net of
income tax effect 3,235 3,302 1,078 1,101
Total $75,233 $67,509 $17,585 $24,617
Per share amount $ 1.91 $ 1.73 $ .45 $ .63
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE THIRD QUARTER
1994 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-1-1994
<PERIOD-END> SEP-30-1994
<PERIOD-TYPE> 9-MOS
<EXCHANGE-RATE> 1
<CASH> 57,649
<SECURITIES> 0
<RECEIVABLES> 583,935
<ALLOWANCES> 27,598
<INVENTORY> 562,938
<CURRENT-ASSETS> 1,223,837
<PP&E> 117,301
<DEPRECIATION> 50,000
<TOTAL-ASSETS> 1,626,723
<CURRENT-LIABILITIES> 560,734
<BONDS> 344,666
0
0
<COMMON> 35,309
<OTHER-SE> 550,070
<TOTAL-LIABILITY-AND-EQUITY> 1,626,723
<SALES> 2,886,285
<TOTAL-REVENUES> 2,886,285
<CGS> 2,365,566
<TOTAL-COSTS> 2,716,622
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 29,208
<INCOME-PRETAX> 140,455
<INCOME-TAX> 55,801
<INCOME-CONTINUING> 71,998
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 71,998
<EPS-PRIMARY> 2.02
<EPS-DILUTED> 1.91
</TABLE>
