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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 1998
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PIONEER-STANDARD ELECTRONICS, INC.
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(Exact name of registrant as specified in its charter)
Ohio 0-5734 34-0907152
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
4800 EAST 131ST STREET, CLEVELAND, OHIO 44108
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 587-3600
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ITEM 5. OTHER EVENTS
In 1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings Per Share." SFAS No. 128 replaced
the calculation of primary and fully diluted earnings per share with basic
earnings per share and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of options,
warrants and convertible securities. Diluted earnings per share is very similar
to the previously reported fully diluted earnings per share. The Company adopted
SFAS No. 128 in the fiscal third quarter of 1998.
This filing presents earnings per share pursuant to the requirements of SFAS No.
128 as amending the previously reported earnings per share in the following:
1. The Company's Annual Report on Form 10-K for the year ended March 31,
1997
2. The Company's Quarterly Report on Form 10-Q for quarter ended June 30,
1997
3. The Company's Quarterly Report on Form 10-Q for quarter ended
September 30, 1997
SELECTED FINANCIAL DATA
The following table displays financial data of Pioneer-Standard Electronics,
Inc. and its consolidated subsidiaries for each of the years in the five-year
period ended March 31, 1997. The selected financial data is qualified by
reference to the consolidated financial statements and other information
incorporated by reference in Pioneer-Standard Electronics, Inc. Annual Report on
Form 10-K for each of the five years in the period ended March 31, 1997. The
selected financial information provided below is not necessarily indicative of
future results of operations or financial performance of Pioneer-Standard
Electronics, Inc.
<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
1997 1996(1) 1995 1994 1993
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales $ 1,508,709 $ 1,105,281 $ 832,152 $ 580,757 $ 430,013
Cost of goods sold 1,249,873 902,629 677,171 465,614 336,589
Warehousing, selling and
Administrative expenses 201,449 150,704 111,302 83,754 72,363
----------- ----------- ----------- ----------- -----------
Operating profit 57,387 51,948 43,679 31,389 21,061
Equity in earnings (loss) of 50%
Owned company -- (173) 2,500 3,001 2,505
Interest expense 17,066 8,136 3,966 2,687 3,581
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Income from operations before
Income taxes 40,321 43,639 42,213 31,703 19,985
Provision for income taxes 17,067 18,387 17,204 12,027 7,072
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Net income $ 23,254 $ 25,252 $ 25,009 $ 19,676 $ 12,913
=========== =========== =========== =========== ===========
Earnings per share:
Basic (2) 1.02 1.13 1.12 .89 .63
Diluted 1.00 1.09 1.09 .87 .59
BALANCE SHEET DATA (AT END
OF PERIOD):
Total assets $ 592,513 $ 559,110 $ 327,415 $ 220,039 $ 171,860
Long-term debt 173,587 164,447 56,318 22,272 21,328
Shareholders' equity 213,979 150,693 126,415 102,740 84,117
</TABLE>
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(1) Results for the fiscal year ended March 31, 1996 include Pioneer Maryland
under the equity method of accounting prior to the acquisition of the
remaining 50% of Pioneer Maryland on November 30, 1995. If Pioneer
Maryland's results were included on a consolidated basis for the full
fiscal year ended March 31, 1996, net sales, operating income, interest
expense, net income and diluted earnings per share would have been
$1,325,047,000, $55,552,000, $12,191,000, $24,704,000, and $1.07,
respectively.
(2) Included in the results for the fiscal year ended March 31, 1996 is an
after-tax non-recurring discontinuance charge of $.11 per share recorded by
Pioneer Maryland to conform to the Company's accounting methods.
EARNINGS PER SHARE COMPUTATION FOR THE THREE YEAR PERIOD ENDED MARCH 31, 1997
The following table sets forth the reconciliation of the weighted-average shares
of basic earnings per share and diluted earnings per share for the years ended
March 31:
<TABLE>
<CAPTION>
1997 1996 1995
(THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C>
Net Income $ 23,254 $ 25,252 $ 25,009
Weighted average shares - basic 22,731,951 22,436,003 22,355,630
Effect of dilutive securities -
Employee Stock Options 503,919 691,483 531,247
Adjusted weighted-average shares and
Assumed conversions - assuming
dilution 23,235,870 23,127,486 22,886,877
Basic earnings per share 1.02 1.13 1.12
Diluted earnings per share 1.00 1.09 1.09
</TABLE>
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QUARTERLY EARNINGS PER SHARE DATA
Basic earnings per share and diluted earnings per share for quarterly periods
ending June 30 and September 30 for fiscal years 1998 and 1997 as reported in
the Company's Forms 10-Q and the fourth quarter of fiscal 1997 and all quarters
of fiscal 1996 as reported in the Company's 1997 Annual Report and 10-K Form are
presented below:
<TABLE>
<CAPTION>
EARNINGS PER SHARE
BASIC DILUTED
<S> <C> <C>
FISCAL YEAR ENDED MARCH 31,
1998 (1)
Three months ended June 30, 1997 .28 .28
Three months ended September 30, 1997 .29 .28
Six months ended September 30, 1997 .57 .55
1997 (1)
Three months ended June 30, 1996 .27 .27
Three months ended September 30, 1996 .20 .20
Six months ended September 30, 1996 .47 .46
Three months ended March 31, 1997 .30 .29
1996
First quarter .30 .29
Second quarter .30 .29
Third quarter .18 .18
Fourth quarter .34 .33
</TABLE>
(1) The Company adopted SFAS No. 128 in the fiscal third quarter of 1998 and
accordingly the Form 10-Q for the fiscal third quarter was reported under
the adopted SFAS No. 128.
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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 hereunto duly authorized.
PIONEER-STANDARD ELECTRONICS, INC.
Date February 25, 1998 By /s/ John V. Goodger
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John V. Goodger
Vice President and Treasurer
