<PAGE>
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 June 27, 1998
-----------------------------------------------
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 0-14643
---------------------------------------------------------
KENT ELECTRONICS CORPORATION
- --------------------------------------------------------------------------------
Exact name of registrant as specified in its charter)
Texas 74-1763541
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 Gillingham Lane, Sugar Land, Texas 77478
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (281) 243-4000
------------------------------
Not applicable
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
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.
At July 31, 1998, 27,283,774 shares of common stock, no par value, were
outstanding.
<PAGE>
KENT ELECTRONICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
June 27, March 28,
1998 1998
----------- ----------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents (including temporary
investments of $172,269 at June 27 and
$174,325 at March 28)........................... $170,721 $179,907
Trading securities, net........................... 29,975 29,946
Accounts receivable, less allowance of $1,246
at June 27 and $1,207 at March 28............... 110,530 106,132
Inventories
Materials and purchased products................ 117,201 112,964
Work in process................................. 4,139 2,128
-------- --------
121,340 115,092
Other............................................. 5,571 5,754
-------- --------
Total current assets.......................... 438,137 436,831
PROPERTY AND EQUIPMENT
Land.............................................. 8,761 8,761
Buildings......................................... 42,965 42,766
Equipment, furniture and fixtures................. 113,033 109,079
Leasehold improvements............................ 2,691 2,657
-------- --------
167,450 163,263
Less accumulated depreciation and amortization. (39,834) (36,577)
-------- --------
127,616 126,686
DEFERRED INCOME TAXES.................................. 68 93
OTHER ASSETS........................................... 11,893 12,193
COST IN EXCESS OF NET ASSETS ACQUIRED,
less accumulated amortization of $2,972 at
June 27 and $2,856 at March 28.................... 15,791 15,907
-------- --------
$593,505 $591,710
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
KENT ELECTRONICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
June 27, March 28,
1998 1998
----------- ----------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable................................. $ 45,079 $ 49,178
Accrued compensation............................. 8,486 11,193
Other accrued liabilities........................ 9,474 7,032
Income taxes..................................... 617 2,946
-------- --------
Total current liabilities.................... 63,656 70,349
LONG-TERM DEBT........................................ 207,000 207,000
LONG-TERM LIABILITIES................................. 2,179 1,792
STOCKHOLDERS' EQUITY
Preferred stock, $1 par value per share;
authorized 2,000,000 shares; none issued....... --- ---
Common stock, no par value; authorized
60,000,000 shares; 27,333,774 shares issued
and 27,283,774 shares outstanding at June 27
and 27,230,640 shares issued and 27,180,640
shares outstanding at March 28................. 59,369 55,457
Additional paid-in capital....................... 117,270 117,189
Retained earnings................................ 145,008 140,900
-------- --------
321,647 313,546
Less common stock in treasury - at cost,
50,000 shares.................................. (977) (977)
-------- --------
320,670 312,569
-------- --------
$593,505 $591,710
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
KENT ELECTRONICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Thirteen Weeks Ended
----------------------------------
June 27, June 28,
1998 1997
------------------ ---------
(Unaudited)
<S> <C> <C>
Net sales...................................... $157,057 $152,080
Cost of sales.................................. 125,969 117,221
-------- --------
Gross profit................................. 31,088 34,859
Selling, general and administrative expenses... 24,631 20,780
-------- --------
Operating profit............................. 6,457 14,079
Other income (expense)
Interest expense............................. (2,574) (7)
Other - net.................................. 2,875 425
-------- --------
Earnings before income taxes............... 6,758 14,497
Income taxes................................... 2,650 5,722
-------- --------
NET EARNINGS............................. $ 4,108 $ 8,775
======== ========
Earnings per common share:
Basic...................................... $.15 $.33
======== ========
Diluted.................................... $.15 $.32
======== ========
Weighted average shares:
Basic...................................... 27,213 26,257
======== ========
Diluted.................................... 27,912 27,762
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
KENT ELECTRONICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Thirteen Weeks Ended
-----------------------
June 27, June 28,
1998 1997
----------- ---------
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings....................................... $ 4,108 $ 8,775
Adjustments to reconcile net earnings to net
cash provided by operating activities
Depreciation and amortization.................. 3,501 2,671
Provision for losses on accounts receivable.... 39 81
(Gain) loss on sale of property
and equipment................................ (5) 4
Stock option expense........................... 81 126
Unrealized gain on trading securities.......... (29) ---
Change in assets and liabilities
Increase in accounts receivable.............. (4,437) (3,722)
Increase in inventories...................... (6,248) (12,642)
Decrease in other............................ 183 49
Decrease in deferred income taxes............ 25 25
Decrease in other assets..................... 300 15
Increase (decrease) in accounts payable...... (4,099) 4,347
Decrease in accrued compensation............. (2,707) (1,182)
Increase in other accrued liabilities........ 2,442 1,645
Increase (decrease) in income taxes.......... (2,329) 2,813
Increase in long-term liabilities............ 387 284
-------- --------
Total adjustments...................... (12,896) (5,486)
-------- --------
Net cash (used) provided by
operating activities................. (8,788) 3,289
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures............................... (4,315) (8,813)
Proceeds from sale of property and equipment....... 5 5
-------- --------
Net cash used by investing activities.......... (4,310) (8,808)
</TABLE>
(Continued)
5
<PAGE>
KENT ELECTRONICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Thirteen Weeks Ended
-----------------------
June 27, June 28,
1998 1997
----------- ---------
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock.......................... $ 892 $ 114
Tax effect of common stock issued upon exercise
of employee stock options....................... 3,020 1,390
-------- -------
Net cash provided by financing
activities................................ 3,912 1,504
-------- -------
NET DECREASE IN CASH................................... (9,186) (4,015)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD....... 179,907 25,050
-------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD............. $170,721 $21,035
======== =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for
Interest........................................ $ --- $ ---
Income taxes.................................... $ 1,941 $ 1,675
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
KENT ELECTRONICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounting Policies
The consolidated balance sheet as of June 27, 1998, and the consolidated
statements of earnings and cash flows for the thirteen week periods ended June
27, 1998 and June 28, 1997, have been prepared by the Company without audit. In
the opinion of management, the financial statements include all adjustments
necessary for a fair presentation. All adjustments made were of a normal
recurring nature. Interim results are not necessarily indications of results for
a full year. For further financial information, refer to the audited financial
statements of the Company and notes thereto for the fiscal year ended March 28,
1998, included in the Company's Form 10-K for that period.
Cash and Cash Equivalents
Temporary investments may be greater than the cash and cash equivalents balance
because they may be offset by individual bank accounts with a book overdraft
position within the same bank where multiple accounts are maintained.
Trading Securities
The Company has classified all investment securities as trading securities which
are measured at fair value in the financial statements with unrealized gains and
losses included in earnings. Trading securities of $30 million at June 27, 1998
were invested in a managed fund consisting primarily of taxable, high quality
corporate debt instruments.
Sales To Major Customers
No customer of the Company represented 10% or more of net sales for the thirteen
week periods ended June 27, 1998 and June 28, 1997.
Earnings Per Share
The Company adopted Financial Accounting Standard No. 128, "Earnings Per Share,"
beginning with the Company's third quarter of fiscal 1998. All prior period
earnings per common share data have been restated to conform to the provisions
of this statement. Basic earnings per common share is computed using the
weighted average number of shares outstanding. Diluted earnings per common share
is computed using the weighted average number of shares outstanding adjusted for
the
7
<PAGE>
incremental shares attributed to outstanding options to purchase common stock.
Incremental shares of 0.7 million and 1.5 million in the periods ended June 27,
1998 and June 28, 1997, respectively, were used in the calculation of diluted
earnings per common share. Options to purchase 0.4 million and 0.1 million
shares of common stock in the periods ended June 27, 1998 and June 28, 1997,
respectively, were not included in the computation of diluted earnings per
common share because the option exercise price was greater than the average
market price of the common stock. The calculation of earnings per share does not
include approximately 4.2 million shares issuable upon conversion of the 4 1/2%
Convertible Subordinated Notes due 2004 because inclusion of such shares would
be antidilutive.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Net sales for the thirteen week period ended June 27, 1998 were $157.1 million,
an increase of $5.0 million, or 3.3%, compared to the same period of the prior
year. Distribution sales increased approximately 17% while contract
manufacturing revenues decreased approximately 23%. The decrease in contract
manufacturing sales reflects continued difficult business conditions in certain
of the industries the Company serves. Revenues resulting from growth in the
Company's contract manufacturing customer base and new services to existing
customers were not able to offset the more significant revenue reductions from
the Company's traditional contract manufacturing business.
Gross profit decreased $3.8 million, or 10.8%, for the thirteen weeks compared
to the corresponding period a year ago. As a percentage of sales, gross profit
was 19.8%, down from the 22.9% reported in the comparable period of the previous
year and 21.1% reported in the quarter ended March 28, 1998. The decrease in
gross profit was primarily due to the under-utilization of the Company's
contract manufacturing facilities, the ramping-up of new contract manufacturing
services, a less favorable product mix and continued pricing pressures from key
customers in the computer and semiconductor capital equipment industries.
Selling, general and administrative ("SG&A") expenses increased $3.9 million, or
18.5%. As a percentage of sales, SG&A expenses increased from 13.7% to 15.7%,
compared to the corresponding period a year ago. The increase in SG&A expenses
8
<PAGE>
was primarily due to the expenses necessary to support the growth in the
Company's existing operations. The Company is focusing on cost containment and
expense reduction initiatives in order to align the current cost structure with
current revenues that should enable the Company to reduce the impact of current
business conditions on profit margins.
Interest expense increased $2.6 million due to interest on the 4 1/2%
Convertible Subordinated Notes due 2004 (the "Notes") issued in September and
October 1997.
Other-net consists principally of interest and dividend income generated by cash
and cash equivalents and trading securities. The increase in interest and
dividend income resulted from investment of the net proceeds from the Notes.
Net earnings decreased $4.7 million, or 53.2%, compared to the same period a
year ago. The decrease in net earnings is primarily due to the decrease in the
gross profit percentage and an increase in SG&A expenses.
Liquidity and Capital Resources
Working capital at June 27, 1998 was $374.5 million, an increase of $8.0
million, or 2.2%, from March 28, 1998. The increase was primarily the result of
growth in accounts receivable and inventories in relation to current and
anticipated sales levels, combined with a decrease in accounts payable, and
partially offset by capital expenditures.
Included in the Company's working capital at June 27, 1998 are investments,
including trading securities, of $202.2 million, a decrease of $2.1 million
since March 28, 1998. The Company's investment strategy is low-risk and short-
term, keeping the funds readily available to meet capital requirements as they
arise in the normal course of business. At June 27, 1998, funds were invested
primarily in reverse repurchase agreements, institutional money market funds and
a managed fund consisting primarily of taxable, high quality corporate debt
instruments. These investments are compatible with the Company's stated
investment strategy.
The Company maintains a $25 million line of credit with a bank. As of June 27,
1998, there was no indebtedness outstanding under the line of credit.
The Company intends to apply its capital resources to expand its business by
establishing or acquiring similar distribution and manufacturing operations in
geographic areas that are attractive to the Company, by acquiring new facilities
9
<PAGE>
and by enlarging or improving existing facilities. In addition to the capital
required to purchase existing businesses or to fund start-up operations, the
expansion of the Company's operations at both new and existing locations will
require greater levels of capital to finance the purchase of additional
equipment, increased levels of inventory and greater accounts receivable. The
Company believes that current resources including the line of credit, along with
funds generated from operations should be sufficient to meet its current capital
requirements.
Risks Relating to Forward-Looking Statements
The Company is including the following cautionary statements to secure the
protection of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 for all forward-looking statements made by the Company in
this Quarterly Report on Form 10-Q. Forward-looking statements include, without
limitation, any statement that may predict, forecast, indicate or imply future
results, performance or trends, and may contain the words "should," "will" or
words or phrases of similar meaning. In addition, the forward-looking
statements speak only of the Company's view as of the date the statement was
made, and the Company disclaims any obligation to update any forward-looking
statements to reflect events or circumstances after the date hereof.
Forward-looking statements involve risks and uncertainties which could cause
actual results, performance or trends to differ materially from those expressed
in the forward-looking statements. The Company believes that all forward-
looking statements made by it have a reasonable basis, but there can be no
assurance that management's expectations, beliefs or projections as expressed in
the forward-looking statements will actually occur or prove to be correct.
Factors that could cause actual results to differ materially from those
discussed in the forward-looking statements include, but are not limited to, the
factors discussed in the Company's Annual Report on Form 10-K for the fiscal
year ended March 28, 1998.
PART II - OTHER INFORMATION
Items 1, 2 and 3 are not applicable and have been omitted.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on June 25, 1998. At such
meeting, Messrs. Max S. Levit, Larry D. Olson and Richard C. Webb were elected
to serve as directors of the Company for the next three years. The other
directors
10
<PAGE>
of the Company, Messrs. Morrie K. Abramson, Terrence M. Hunt, David Siegel and
Alvin L. Zimmerman, continued in their terms as directors after the meeting. In
addition, shareholders adopted the Amended and Restated 1996 Non-Employee
Director Stock Option Plan and ratified the appointment of Grant Thornton LLP as
the Company's independent public accountants for the fiscal year ending April 3,
1999.
<TABLE>
<CAPTION>
Votes Against
or Withheld Votes Broker
Proposal Votes For Authority Abstained Non-Votes
- -------------------------------- ---------------------- ------------- --------- ---------
<S> <C> <C> <C> <C>
1. Election of Directors:
Max S. Levit 20,358,055 2,605,081 0 0
Larry D. Olson 20,163,917 2,799,219 0 0
Richard C. Webb 20,360,357 2,602,779 0 0
2. Approval, adoption and
ratification of the Amended
and Restated 1996 Non-
Employee Director Stock
Option Plan 21,360,737 1,443,807 158,592 0
3. Approval and ratification
of the appointment of
Grant Thornton LLP as the
Company's independent
public accountants for the
fiscal year ending
April 3, 1999. 22,861,084 52,572 49,480 0
</TABLE>
Item 5. Other Information.
Discretionary Proxy Voting Authority
With respect to any proposal of a holder of the Company's common stock to be
submitted to the Company's shareholders at its next annual meeting outside the
processes of Rule 14a-8 promulgated under the Securities Exchange Act of 1934,
as amended, (that is, where a shareholder has not sought inclusion of the
proposal in the Company's proxy statement), the proxies solicited by the
Company's Board of Directors for use at such annual meeting may confer
discretionary authority to the proxies named therein to vote on any such
proposal, unless the Company receives notice of such shareholder proposal by
April 5, 1999.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
11 - Statement re computation of per share earnings.
27 - Financial Data Schedule (filed only in electronic format).
(b) Reports on Form 8-K:
Not applicable.
11
<PAGE>
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.
KENT ELECTRONICS CORPORATION
--------------------------------------
(Registrant)
Date: August 10, 1998 By: /s/ Morrie K. Abramson
--------------- ---------------------------------
Morrie K. Abramson
Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
Date: August 10, 1998 By: /s/ Stephen J. Chapko
--------------- ---------------------------------
Stephen J. Chapko
Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary (Principal Financial
Officer)
Date: August 10, 1998 By: /s/ David D. Johnson
--------------- ---------------------------------
David D. Johnson
Vice President, Corporate
Controller (Principal Accounting
Officer)
12
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KENT ELECTRONICS CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
EXHIBIT 11
(In thousands, except per share data)
<TABLE>
<CAPTION>
For the Thirteen Weeks Ended For the Thirteen Weeks Ended
June 27, 1998 June 28, 1997
------------------------------ ------------------------------
Per-Share Per-Share
Income Shares Amount Income Shares Amount
------- ------ --------- ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C>
BASIC EARNINGS PER SHARE
Net earnings $ 4,108 27,213 $ 0.15 $ 8,775 26,257 $ 0.33
======= =======
EFFECT OF DILUTIVE SECURITIES
Excess of shares issuable upon
exercise of stock options over
shares deemed retired utilizing
the treasury stock method - 699 - 1,505
------- ------ ------- ------
DILUTED EARNINGS PER SHARE
Net earnings plus assumed conversions $ 4,108 27,912 $ 0.15 $ 8,775 27,762 $ 0.32
======= ====== ======= ======= ====== =======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-03-1999
<PERIOD-END> JUN-27-1998
<CASH> 170,721
<SECURITIES> 29,975
<RECEIVABLES> 111,776
<ALLOWANCES> 1,246
<INVENTORY> 121,340
<CURRENT-ASSETS> 438,137
<PP&E> 167,450
<DEPRECIATION> 39,834
<TOTAL-ASSETS> 593,505
<CURRENT-LIABILITIES> 63,656
<BONDS> 207,000
0
0
<COMMON> 58,392
<OTHER-SE> 262,278
<TOTAL-LIABILITY-AND-EQUITY> 593,505
<SALES> 157,057
<TOTAL-REVENUES> 157,057
<CGS> 125,969
<TOTAL-COSTS> 125,969
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 39
<INTEREST-EXPENSE> 2,574
<INCOME-PRETAX> 6,758
<INCOME-TAX> 2,650
<INCOME-CONTINUING> 4,108
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,108
<EPS-PRIMARY> 0.15
<EPS-DILUTED> 0.15
</TABLE>
