<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
---- OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997.
------------------
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 0-5734
------
Pioneer-Standard Electronics, Inc.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-0907152
------------------------------ -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4800 East 131st Street, Cleveland, OH 44105
- ------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (216) 587-3600
---------------
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 Shares, as of the latest practical date: COMMON SHARES, WITHOUT PAR
VALUE, AS OF NOVEMBER 3, 1997: 26,307,566 . (Excludes 4,780,000 Common Shares
subscribed by the Pioneer Stock Benefit Trust.)
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PIONEER-STANDARD ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
September 30, 1997
(Unaudited) March 31, 1997
------------------ --------------
ASSETS
<S> <C> <C>
Current assets
Cash $ 29,467 $ 28,116
Accounts receivable - net 234,658 209,086
Merchandise inventory 303,235 243,940
Prepaid expenses 9,297 6,633
Deferred income taxes 10,972 10,282
-------- ---------
Total current assets 587,629 498,057
Intangible assets 38,753 39,260
Other assets 2,523 2,602
Property and equipment, at cost 103,247 91,681
Accumulated depreciation 42,140 39,087
-------- ---------
Net 61,107 52,594
-------- ---------
$690,012 $ 592,513
======== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Notes payable to banks $ 10,500 $ 20,500
Accounts payable 156,816 144,277
Accrued liabilities 29,518 31,867
Long-term debt due within
one year 2,880 2,878
---------- ---------
Total current liabilities 199,714 199,522
Long-term debt 253,571 173,587
Deferred income taxes 5,687 5,425
Shareholders' equity
Common stock, at stated value 9,328 9,228
Capital in excess of stated value 143,542 121,489
Retained earnings 160,254 147,055
Unearned compensation (82,156) (63,750)
Foreign currency translation adjustment 72 (43)
--------- ---------
Net 231,040 213,979
--------- ---------
$ 690,012 $ 592,513
========= =========
See accompanying notes.
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
PIONEER-STANDARD ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in Thousands Except Per Share Amounts)
Quarter ended Six months ended
September 30, September 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 431,284 $ 357,683 $ 827,548 $ 732,839
Cost and expenses:
Cost of goods sold 356,794 296,397 684,347 605,387
Warehouse, selling and
administrative expense 56,598 48,264 108,021 99,612
----------- ----------- ----------- -----------
Operating profit 17,892 13,022 35,180 27,840
Interest expense 4,995 4,641 9,319 8,545
----------- ----------- ----------- -----------
Income before income taxes 12,897 8,381 25,861 19,295
Provision for income taxes 5,438 3,848 11,097 8,611
----------- ----------- ----------- -----------
Net income $ 7,459 $ 4,533 $ 14,764 10,684
=========== =========== =========== ===========
Average shares outstanding 26,745,090 23,041,992 26,631,393 23,083,026
Earnings per share - primary and fully diluted $ .28 $ .20 $ .55 $ .46
Dividends per share $ .03 $ .03 $ .06 $ .06
</TABLE>
See accompanying notes.
3
<PAGE> 4
<TABLE>
<CAPTION>
PIONEER-STANDARD ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
Six months ended
September 30,
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 14,764 $ 10,684
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation 6,052 5,523
Amortization 2,648 1,769
Increase in operating working capital (77,529) (47,806)
Decrease in other assets 101 118
Deferred taxes (428) ---
--------- ---------
Total adjustments (69,156) (40,396)
--------- ---------
Net cash used in operating activities (54,392) (29,712)
Cash flows from investing activities:
Additions to property and equipment (16,431) (7,389)
--------- ---------
Net cash used in investing activities (16,431) (7,389)
Cash flows from financing activities:
Increase (decrease) in short-term financing (10,000) (13,000)
Revolving credit borrowings - net 80,000 (102,000)
Proceeds of senior notes -- 150,000
Increase (decrease) in other long-term
debt obligations (14) 55
Proceeds from sale of common shares under
the Pioneer Stock Benefit Trust 3,308 --
Issuance of common shares under company
stock option plan 439
417
Dividends paid (1,563) (1,351)
--------- ---------
Net cash provided by financing activities 72,170 34,121
Effect of exchange rate changes on cash 4 (14)
--------- ---------
Net increase (decrease) in cash 1,351 (2,994)
Cash at beginning of period 28,116 24,440
--------- ---------
Cash at end of period $ 29,467 $ 21,446
--------- ---------
</TABLE>
See accompanying notes
4
<PAGE> 5
NOTES - Pioneer-Standard Electronics, Inc.
1. PER SHARE DATA
Net income per common share is computed using the weighted average common
shares and common share equivalents outstanding during the quarters and
six-month periods ended September 30, 1997 and 1996. Common share equivalents
consist of shares issuable upon exercise of stock options computed by using the
treasury stock method.
2. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the two quarters
ended September 30, 1997 are not necessarily indicative of the results that may
be expected for the full fiscal year. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended March 31, 1997.
3. ACCOUNTING CHANGES
The Financial Accounting Standards Board issued Statement No. 130, "Reporting
Comprehensive Income" (FAS 130), and Statement No. 131, "Disclosure about
Segments of an Enterprise and Related Information" (FAS 131). FAS 130
establishes standards for reporting comprehensive income and FAS 131 requires
reporting certain information about operating segments. These statements, which
must be adopted by the Company no later than fiscal year 1999, are not expected
to have a material effect on the financial statements.
5
<PAGE> 6
PIONEER-STANDARD ELECTRONICS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
Current assets increased by $89.6 million and current liabilities increased by
$ .2 million during the six-month period ended September 30, 1997, resulting in
an increase of $89.4 million in working capital. The increase in current assets
is primarily attributable to a $59.3 million increase in inventory and a $25.6
increase in accounts receivable arising primarily due to increased sales
levels. The current ratio was 2.9:1 at September 30, 1997 compared with 2.5:1
at year-end, March 31, 1997.
During the first six months of the current year, total interest-bearing debt
increased by $80.0 million. The increase in debt is attributable to funding
working capital and capital expenditures. The ratio of interest-bearing debt to
capitalization was 54% at September 30, 1997 compared with 48% at March 31,
1997.
On September 5, 1997 the Company completed the sale of 220,000 Common Shares
which were allocated from the Pioneer Stock Benefit Trust. The proceeds of $3.3
million were used to fund Company obligations under certain employee benefit
plans.
Management estimates that capital expenditures for the fiscal year 1998 will
approximate $28 million ($16.4 million was expended in the first six months of
the current year). Under present business conditions, it is anticipated that
funds from current operations and available credit facilities will be
sufficient to finance both capital spending and working capital needs for the
balance of the current fiscal year.
6
<PAGE> 7
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED WITH
THE THREE MONTHS ENDED SEPTEMBER 30, 1996
Net sales for the three-month period ended September 30, 1997 of $431.3 million
increased 21% over sales of the prior year three-month period of $357.7
million. The increase in net sales reflects strong demand for computer products
which more than offset the sales comparisons experienced by the Company's two
other product lines, semiconductors and interconnect, passive and
electromechanical products. Semiconductor products accounted for 36% of the
Company's sales in the current quarter, compared with 42% a year ago. Computer
systems products represented 45% of sales in 1997 versus 37% last year.
Interconnect, passive and electromechanical products were 18% of the Company's
sales in 1997 and 1996. Miscellaneous products accounted for 1% and 3% of sales
in 1997 and 1996, respectively.
Cost of goods sold increased 20% compared with the prior year quarter,
resulting in a gross margin of 17.3% in the current quarter compared with 17.1%
a year ago.
Warehouse, selling and administrative expenses of $56.6 million increased by
17% over the $48.3 million incurred during the prior year three-month period.
This resulted in a ratio of these expenses to sales of 13.1% for the current
quarter compared with 13.5% a year ago, reflecting the Company's efforts to
reduce operating costs as a percentage of sales.
The operating profit resulting from the activity described above of $17.9
million, or 4.1% of sales in the current period increased 37% compared with
$13.0 million, or 3.6% of sales a year ago.
Interest expense was $5.0 million in the current quarter compared with $4.6
million a year ago. The higher interest expense is mainly attributable to
increased debt to fund working capital needs to support the ongoing growth
needs of the business.
The effective tax rate for the current year three-month period was 42.2%
compared with 45.9% for the same period a year ago.
Primarily as a result of the factors above, the Company's net income for the
three-month period ending September 30, 1997 of $7.5 million was $3.0 million
greater than the $4.5 million earned a year earlier.
7
<PAGE> 8
SIX MONTHS ENDED SEPTEMBER 30, 1997 COMPARED WITH
THE SIX MONTHS ENDED SEPTEMBER 30, 1996
Net sales for the sixth-month period ended September 30, 1997 of $827.5 million
were 13% greater than sales of the prior year six-month period of $732.8
million. The increase in net sales reflects a strong demand for computer
products which more than offset the sales comparisons experienced by the
Company's two other product lines, semiconductors and interconnect, passive and
electromechanical products. During the first six months of 1997, semiconductor
products accounted for 35% of the Company's sales compared with 42% in the
prior year. Computer systems products accounted for 45% of the Company's sales
in 1997 and 37% in 1996. Passive and electromechanical products accounted for
18% of the Company's sales in 1997 and 1996. Miscellaneous products accounted
for 2% of sales in both 1997 and 3% a year earlier.
The percentage increase in cost of goods sold of 13% resulted in a gross margin
of 17.3% in the first six months of the current year compared with 17.4% a year
ago.
Warehouse, selling and administrative expenses of $108.0 million increased by
8% as compared with the $99.6 million incurred during the prior year six-month
period. This resulted in a ratio of these expenses to sales of 13.1% for the
current six months compared with 13.6% a year ago, reflecting the Company's
efforts to reduce operating costs as a percentage of sales.
The operating profit resulting from the activity described above of $35.2
million in 1997 or 4.3% of sales increased 26% compared with $27.8 million or
3.8% of sales a year ago.
Interest expense was $9.3 million in the current six-month period compared with
$8.6 million a year ago. The higher interest expense is mainly attributable to
increased debt to fund working capital needs to support the ongoing growth
needs of the business.
The effective tax rate for the current six-month period was 42.9% compared with
44.6% a year ago.
Primarily as a result of the factors noted above, the Company's net income for
the six-month period ending September 30, 1997 of $14.8 million was $4.1
million greater than the 10.7 million earned a year ago.
8
<PAGE> 9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Annual
Meeting of Shareholders held on July 29, 1997 (the "Annual
Meeting"), the shareholders voted to elect Arthur Rhein and Thomas
C. Sullivan each to an additional three-year term as Directors of
the Company and Charles F. Christ to a new three-year term.
Following is a summary of the voting:
Arthur Thomas C. Charles F.
Votes Rhein Sullivan Christ
-----
For 26,211,841 26,370,311 26,401,480
Withheld 797,239 638,769 607,600
The term of office of the following Directors of the Company
continued after the Annual Meeting: James L. Bayman; Frederick A.
Downey; Victor Gelb; Gordon E. Heffern; Edwin Z. Singer; and Karl E.
Ware.
Also at the Annual Meeting, shareholders voted to amend the
Company's Code of Regulations to set all Board of Directors
classes (A, B and C) to three members, effectively eliminating
the vacancy in Class B. The following is a summary of the
voting:
Votes
-----
For 26,503,074
Against 321,040
Abstaining 184,965
In addition, at the Annual Meeting an amendment to the Amended
Articles of Incorporation to authorize a new class of 5,000,000
serial preferred shares, without par value was approved by the
shareholders. The following is a summary of the voting:
Votes
-----
For 21,300,108
Against 3,564,620
Abstaining 330,139
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Number Description
------ -----------
11 Calculation of Primary Earnings Per Share
27 Financial Data Schedule
9
<PAGE> 10
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.
PIONEER-STANDARD ELECTRONICS, INC.
Date: November 13, 1997 James L. Bayman
------------------ --------------------------------------
Chairman and CEO
Date: November 13, 1997 John V. Goodger
------------------ --------------------------------------
Vice President & Treasurer
10
<PAGE> 1
<TABLE>
<CAPTION>
Exhibit 11
CALCULATION OF PRIMARY EARNINGS PER SHARE
(DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
Three months ended Six months ended
September 30, September 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted average common shares
and common share equivalents
outstanding 26,745,090 23,041,992 26,631,393 23,083,026
Net income $7,459 $4,533 $14,764 $ 10,684
Earnings per share - primary and $.28 $.20 $ .55 $ .46
fully diluted
</TABLE>
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 29,467
<SECURITIES> 0
<RECEIVABLES> 242,198
<ALLOWANCES> 7,540
<INVENTORY> 303,235
<CURRENT-ASSETS> 587,629
<PP&E> 103,247
<DEPRECIATION> 42,140
<TOTAL-ASSETS> 690,012
<CURRENT-LIABILITIES> 199,714
<BONDS> 253,571
0
0
<COMMON> 9,328
<OTHER-SE> 221,712
<TOTAL-LIABILITY-AND-EQUITY> 690,012
<SALES> 827,548
<TOTAL-REVENUES> 827,548
<CGS> 684,347
<TOTAL-COSTS> 684,347
<OTHER-EXPENSES> 108,021
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,319
<INCOME-PRETAX> 25,860
<INCOME-TAX> 11,097
<INCOME-CONTINUING> 14,764
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,764
<EPS-PRIMARY> .55
<EPS-DILUTED> .55
</TABLE>
