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 April 30, 2000 or
|_| Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 0-15995
MICROAGE, INC.
(Exact name of registrant as specified in its charter)
Delaware 86-0321346
(State of incorporation) (I.R.S. Employer
Identification No.)
1330 W. Southern Ave.
Tempe, AZ 85282-4545
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 366-2000
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 and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No |_|
The number of shares of the registrant's Common Stock (par value $.01 per share)
outstanding at June 26, 2000 was 21,727,813.
<PAGE>
INDEX
MICROAGE, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets -- April 30, 2000 and
October 31, 1999.
Consolidated statements of operations -- Quarters and 26 weeks
ended April 30, 2000 and May 2, 1999.
Consolidated statements of cash flows -- Quarters and 26 weeks
ended April 30, 2000 and May 2, 1999.
Notes to consolidated financial statements.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
1
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
MICROAGE, INC.
(DEBTOR-IN-POSSESSION)
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share data)
<TABLE>
<CAPTION>
ASSETS
April 30, October 31,
2000 1999
-------------- --------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 28,705 $ 67,656
Accounts and notes receivable, net of
allowance of $34,837 and $29,680 respectively 273,274 286,636
Inventory 86,217 336,653
Other 21,231 27,150
-------------- --------------
Total current assets 409,427 718,095
Property and equipment, net 84,106 102,175
Intangible assets, net 12,285 12,693
Other 16,426 19,930
-------------- --------------
Total assets $ 522,244 $ 852,893
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 66,400 $ 619,724
Accrued liabilities 13,815 28,985
Current portion of long-term obligations 2,682 2,497
Other 10,879 7,558
-------------- --------------
Total current liabilities 93,776 658,764
Line of credit 145,818 45,000
Long-term obligations 3,065 4,080
Other long-term liabilities - 12,155
Estimated liabilities subject to Chapter 11 proceedings 289,723 -
Stockholders' equity:
Preferred stock, par value $1.00 per share;
Shares authorized: 5,000,000
Issued and outstanding: none - -
Common stock, par value $.01 per share;
Shares authorized: 40,000,000
Issued: April 30, 2000 - 21,727,401
October 31, 1999 - 20,838,211 217 208
Additional paid-in capital 222,763 220,522
Retained deficit (233,111) (87,829)
Treasury stock, at cost;
Shares: April 30, 2000 - 412
October 31, 1999 - 412 (7) (7)
-------------- --------------
Total stockholders' equity (deficit) (10,138) 132,894
-------------- --------------
Total liabilities and stockholders' equity (deficit) $ 522,244 $ 852,893
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
MICROAGE, INC.
(DEBTOR-IN-POSSESSION)
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Quarter ended 26 weeks ended
------------------------------- -------------------------------
April 30, May 2, April 30, May 2,
2000 1999 2000 1999
------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Revenue $ 658,740 $ 1,656,541 $ 1,771,621 $ 3,101,382
Cost of sales 637,740 1,569,903 1,701,055 2,912,974
----------- ----------- ----------- -----------
Gross profit 21,000 86,638 70,566 188,408
Operating and other expenses
Operating expenses 65,805 106,025 139,619 195,312
Restructuring and other one-time charges 4,039 134,159 14,152 134,159
----------- ----------- ----------- -----------
Total 69,844 240,184 153,771 329,471
----------- ----------- ----------- -----------
Operating loss (48,844) (153,546) (83,205) (141,063)
Other expenses - net 14,783 12,260 28,768 19,508
Reorganization expense 1,471 -- 1,471 --
----------- ----------- ----------- -----------
Loss before extraordinary item and taxes (65,098) (165,806) (113,444) (160,571)
Income tax provision (benefit) 22,165 (18,465) 22,165 (15,296)
----------- ----------- ----------- -----------
Loss before extraordinary item (87,263) (147,341) (135,609) (145,275)
Extraordinary loss - write off of
capitalized financing fees 9,608 -- 9,608 --
----------- ----------- ----------- -----------
Net loss $ (96,871) $ (147,341) $ (145,217) $ (145,275)
=========== =========== =========== ===========
Net loss per common and
common equivalent share:
Loss before extraordinary item $ (4.04) $ (7.19) $ (6.40) $ (7.12)
Extraordinary loss (0.45) -- (0.45) --
----------- ----------- ----------- -----------
Basic $ (4.49) $ (7.19) $ (6.85) $ (7.12)
=========== =========== =========== ===========
Diluted $ (4.49) $ (7.19) $ (6.85) $ (7.12)
=========== =========== =========== ===========
Weighted average common and common
equivalent shares outstanding:
Basic 21,577 20,481 21,207 20,412
=========== =========== =========== ===========
Diluted 21,577 20,481 21,207 20,412
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
MICROAGE, INC.
(DEBTOR-IN-POSSESSION)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Increase (Decrease) in Cash and Cash Equivalents
(in thousands)
<TABLE>
<CAPTION>
26 weeks ended
---------------------------------
April 30, May 2,
2000 1999
-------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (145,217) $ (145,275)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 22,407 23,741
Loss on disposal of property and equipment 152 -
Provision for losses on accounts and notes receivable 7,285 12,304
Provision for realizable value of deferred tax assets 21,973 -
Restructuring and other one-time charges 3,675 130,917
Extraordinary loss on write-off of capitalized financing fees 9,608 -
Changes in assets and liabilities, net of business acquisitions:
Accounts and notes receivable 6,077 228,706
Inventory 250,436 36,905
Other current assets (18,524) 871
Other assets (5,017) (10,711)
Accounts payable (280,837) (235,391)
Accrued liabilities (8,326) (2,841)
Other liabilities 2,920 (1,820)
-------------- ---------------
Net cash provided by (used in) operating activities (133,388) 37,406
Cash flows from investing activities:
Purchases of property and equipment (5,407) (29,211)
Purchases of businesses, net of cash acquired - (5,500)
-------------- ---------------
Net cash used in investing activities (5,407) (34,711)
Cash flows from financing activities:
Proceeds from issuance of stock - stock option and
employee stock purchase plans 565 2,411
Net borrowings under line of credit 100,818 12,600
Principal payments on debt (1,539) (2,272)
-------------- ---------------
Net cash provided by financing activities 99,844 12,739
-------------- ---------------
Net increase (decrease) in cash and cash equivalents (38,951) 15,434
Cash and cash equivalents at beginning of period 67,656 41,894
-------------- ---------------
Cash and cash equivalents at end of period $ 28,705 $ 57,328
============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
MICROAGE, INC.
(Debtor-in-Possession)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of MicroAge, Inc.
(the "Company") 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 statement of results for the periods
have been included. Certain prior year amounts have been reclassified to conform
with current year financial statement presentation. Operating results for the 26
weeks ended April 30, 2000 are not necessarily indicative of the results that
may be expected for the year ending October 29, 2000. 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 October 31, 1999.
Basic earnings per share is computed using the weighted average number of common
shares outstanding during the period. Diluted earnings per share is computed
using the weighted average number of common and dilutive common equivalent
shares outstanding. Dilutive common equivalent shares consist of stock options
and warrants using the treasury stock method. The effect of stock options and
warrants is not included at April 30, 2000 as it would be anti-dilutive. The
weighted average common and common equivalent shares in thousands consist of the
following:
<TABLE>
<CAPTION>
Quarters ended 26 weeks ended
----------------------------- -----------------------------
April 30, May 2, April 30, May 2,
2000 1999 2000 1999
-------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
Weighted average common shares 21,577 20,481 21,207 20,412
Dilutive effect of stock options and warrants --- --- --- ---
-------------- ------------- ------------- --------------
Weighted average common and common
equivalent shares outstanding 21,577 20,481 21,207 20,412
============== ============= ============= ==============
</TABLE>
NOTE B - REORGANIZATION UNDER CHAPTER 11
On April 13, 2000, the Company filed a voluntary petition in the United States
Bankruptcy Court for the District of Arizona, (the "Bankruptcy Court") to
reorganize under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code"). The Company is currently operating as a debtor-in-possession
under the supervision of the Bankruptcy Court. As a debtor-in-possession, the
Company is authorized to operate its business but may not engage in transactions
outside its ordinary course of business without the approval of the Bankruptcy
Court.
Subject to certain exceptions under the Bankruptcy Code, the Company's filing
for reorganization automatically enjoined the continuation of any judicial or
administrative proceedings against the
5
<PAGE>
Company. Any creditor actions to obtain possession of property from the Company
or to create, perfect or enforce any lien against the property of the Company
are also enjoined. As a result, the creditors of the Company are precluded from
collecting pre-petition debts without the approval of the Bankruptcy Court.
The Company has the exclusive right for 120 days after the Chapter 11 filing on
April 13, 2000 to file a plan of reorganization and 60 additional days to obtain
necessary acceptances. Such periods may be extended at the discretion of the
Bankruptcy Court, but only on showing of good cause. Subject to certain
exceptions set forth in the Bankruptcy Code, acceptance of a plan of
reorganization requires approval of the Bankruptcy Court and the affirmative
vote (i.e. 50 percent of the number and 66-2/3 percent of the dollar amount) of
each class of creditors and equity holders whose claims are impaired by the
plan. At this time, the Company cannot predict when or whether a plan of
reorganization will be filed with the Bankruptcy Court, or whether any such plan
will be approved. Due to the large number of unsecured claims, the value of the
Company's common stock is highly speculative.
Certain pre-petition liabilities have been paid after obtaining the approval of
the Bankruptcy Court, including certain wages and benefits of employees,
insurance costs and payments to governmental agencies.
Parties to executory contracts may, under certain circumstances, file motions
with the Bankruptcy Court to require the Company to assume or reject such
contracts. An executory contract is one in which the parties have mutual
obligations to perform (e.g., real property leases). Unless otherwise agreed,
the assumption of a contract will require the Company to cure all prior defaults
under the related contract, including all pre-petition liabilities. Unless
otherwise agreed, the rejection of a contract is deemed to constitute a breach
of the agreement as of the moment immediately preceding the Chapter 11 filing,
giving the other party to the contract a right to assert a general unsecured
claim for damages arising out of the breach.
The Bankruptcy Court will establish a last date for the filing of proofs of
claim under the Bankruptcy Code and the Company's creditors will submit claims
for liabilities not paid and for damages incurred. There may be differences
between the amounts at which any such liabilities are recorded in the financial
statements and the amount claimed by the Company's creditors. Significant
litigation may be required to resolve any such disputes.
The Company has incurred and will continue to incur significant costs associated
with the reorganization. The amount of these costs, which are being expensed as
incurred, are expected to significantly affect the results of operations.
Additional liabilities subject to the proceedings may arise in the future as a
result of the rejection of executory contracts, including leases, and from the
determination of the Bankruptcy Court (or agreement by parties in interest) of
allowed claims for contingencies and other disputed amounts. Conversely, the
assumption of executory contracts and unexpired leases may convert liabilities
shown as subject to compromise to post-petition liabilities. Due to the
uncertain nature of many of the potential claims, the Company is unable to
project the magnitude of such claims with any degree of certainty.
The accompanying financial statements have been prepared on a going concern
basis which assumes continuity of operations and realization of assets and
liquidation of liabilities in the ordinary course of business. As a result of
the reorganization proceedings, there are uncertainties relating to the ability
of the Company to continue as a going concern. The financial statements do not
include any adjustments
6
<PAGE>
that might be necessary as a result of the outcome of the uncertainties
discussed herein including the effects of any plan of reorganization.
The Consolidated Balance Sheet as of April 30, 2000 includes amounts for
wholly-owned subsidiaries which did not file for protection under Chapter 11 of
the Bankruptcy Code. Results of operations for non-filing entities are not
material to the consolidated financial statements taken as a whole. A condensed
balance sheet for these subsidiaries is as follows:
April 30,
2000
---------------
(in thousands)
Cash $ 9,345
Receivables, net 5,193
Property and equipment, net 6,941
Other assets 1,448
Intercompany receivable 3,818
---------------
Total assets $26,745
===============
Accounts payable and accrued liabilities $ 4,190
Other current liabilities 3,652
Intercompany payable 7,440
Equity 11,463
---------------
Total liabilities and equity $26,745
===============
NOTE C - ESTIMATED LIABILITIES SUBJECT TO CHAPTER 11 PROCEEDINGS
Under Chapter 11, certain claims against the Company in existence prior to the
filing of petitions for relief under the Code are stayed while the Company
continues business operations as a debtor-in-possession. These pre-petition
liabilities are expected to be settled as part of the plan of reorganization and
are classified as "Estimated liabilities subject to Chapter 11 proceedings".
Estimated liabilities subject to Chapter 11 proceedings as of April 30, 2000
consisted of the following:
April 30,
2000
---------------
(in thousands)
Accounts payable $271,060
Accrued liabilities 6,844
Other current liabilities 138
Other long-term liabilities 11,681
---------------
Total $289,723
===============
The balances included above consists of unsecured obligations that have not
been affirmed by the Company through the Bankruptcy Court.
7
<PAGE>
Reorganization expense is comprised of $1,471,000 in professional fees that were
incurred by the Company as a result of reorganization under Chapter 11 of the
Federal Bankruptcy Code.
During the third quarter of the current fiscal year, as part of the
reorganization, the Company has disavowed a significant number of operating
leases. Future liability for these leases requires affirmation by the
Bankruptcy Court.
NOTE D - OTHER EXPENSES - NET
Other expenses - net consists of the following (in thousands):
<TABLE>
<CAPTION>
Quarters ended 26 weeks ended
----------------------------- --------------------------
April 30, May 2, April 30, May 2,
2000 1999 2000 1999
-------------- ------------- ------------- -----------
<S> <C> <C> <C> <C>
Interest income ($ 180) ($ 785) ($ 389) ($ 1,669)
Interest expense 4,548 992 5,720 1,815
Credit facility interest expense 4,422 - 10,884 -
Expenses from sale of
accounts receivable - 4,140 - 6,823
Amortization expense 857 2,842 1,791 5,209
Flooring expense (1) 2,567 3,539 7,672 5,919
Other 2,569 1,532 3,090 1,411
------------ ------------ ------------- -----------
$14,783 $12,260 $28,768 $19,508
============ ============ ============= ===========
</TABLE>
1) Flooring expense represents amounts paid to finance companies that
provide credit lines to certain reseller customers of the Company.
NOTE E - RESTRUCTURING AND OTHER ONE-TIME CHARGES
In response to lower revenue levels and gross margins, the Company has continued
during the second quarter and the beginning of the third quarter to take actions
to decrease operating expenses. These actions include the elimination of several
hundred positions at Pinacor and MicroAge Technology Services (MTS), the closure
of warehouse facilities and the closure of branch locations.
In connection with these developments, during the quarter ended April 30, 2000,
the Company recorded $4.0 million of restructuring and other one-time charges.
All actions related to this restructuring were implemented as of April 30, 2000.
The restructuring and other one-time charges included $3.6 million in employee
termination benefits (primarily severance pay) and $0.4 million for facility
closure costs. The facility closure costs include property and real estate taxes
on closed facilities.
The charges associated with employee termination benefits consist primarily of
severance pay for approximately 716 associates. The reductions were completed by
April 30, 2000 and occurred in both Pinacor and MTS.
8
<PAGE>
During the quarter ended May 2, 1999, the Company recorded $134 million of
restructuring and other one-time charges ($124 million, or $6.07 per share,
after taxes). The restructuring and other one-time charges included: a $123
million write-down of impaired goodwill, $8 million for the write-down to net
realizable value of software and equipment no longer utilized by the Company due
to the implementation of a new branch automation system; $2 million in employee
termination benefits; and $1 million for one-time contract termination and
business closure costs.
The goodwill written off during the quarter ended May 2, 1999 resulted from
businesses acquired primarily in fiscal 1997 and fiscal 1998. Competitive
increases in the industry as well as operating losses caused the Company to
reassess the recoverability of its long-lived assets. The fair value of the
assets, determined through a discounted cash flow analysis as well as other
market analyses, was compared to the carrying amount of the asset. The
difference was recorded as a charge to earnings in the second quarter.
Included in estimated liabilities subject to Chapter 11 proceedings in the
accompanying balance sheet is an accrual of $13.3 million for restructuring and
other one-time charges from prior quarters which have not yet been paid. The
accrual primarily relates to lease expense for remaining terms on previously
closed facilities, net of anticipated sub-lease income.
As the Company continues to reduce its cost structure, additional restructuring
charges will be recognized in future quarters for severance and facility closure
costs.
NOTE F - FINANCING ARRANGEMENTS
On October 28, 1999, the Company entered into two new financing facilities (the
"Facilities"). The Facilities, as amended, provided for borrowings of up to $520
million and included a $300 million revolving credit facility and a $220 million
inventory financing facility; the Company also had a $20 million inventory
financing facility with another lender.
On April 13, 2000, the Company entered into a new Debtor-in-Possession Credit
Agreement (the "DIP Agreement"). The DIP Agreement provides for borrowings of up
to $210 million. Proceeds from the DIP Agreement were used to pay in full the
outstanding balance on the Credit Facility discussed above. The Company also has
a $25 million inventory financing facility (the "Inventory Facility") and a $30
million pre-petition secured obligation (the "Secured Obligation") with another
lender.
Borrowings under the DIP Agreement are secured by substantially all of the
Company's assets, subject to other liens permitted under the DIP Agreement. The
DIP Agreement contains certain restrictive covenants, including capital
expenditure limitations, a minimum interest coverage ratio and a minimum
earnings before interest, taxes, depreciation and amortization (EBITDA) amount.
Borrowings under the DIP Agreement are limited based on borrowing base formulas
that consider eligible inventories and eligible accounts receivable. Borrowings
are also subject to the satisfaction of customary conditions, including the
absence of any material adverse change in the Company's business or financial
condition.
Interest rates on the DIP Agreement are based on the agent's base rate plus a
specified margin or LIBOR plus a specified margin. The current margins are 2.0%
for base rate advances and 3.0% for LIBOR advances. The DIP Agreement also
includes letter of credit and unused line fees. The DIP Agreement
9
<PAGE>
has a termination date of October 13, 2001. The total balance outstanding at
April 30, 2000 is $146 million.
Payments for products purchased under the Inventory Facility are due 30 days
from the date of the advance. No interest or finance charges are payable on the
Inventory Facility if payments are made when due. The amount outstanding under
this facility, which was $21 million at April 30, 2000, is limited by minimum
collateral restrictions. In addition to the Inventory Facility, the Company has
a pre-petition Secured Obligation with the same lender. The amount outstanding
under the Secured Obligation is $30 million and the interest rate is LIBOR plus
3.75%. The Inventory Facility and the Secured Obligation terminate on October
13, 2001 and are secured by a first priority lien on certain inventory and real
property of the Company and a blanket second lien on other assets of the
Company.
NOTE G - EXTRAORDINARY ITEM
During the quarter ended April 30, 2000, the Company expensed $9.6 million of
previously capitalized financing fees due to the termination of financing
facilities under which the fees were paid. Included in other assets at April 30,
2000 is $4.9 million in capitalized fees associated with the
Debtor-in-Possession Credit Agreement discussed above in "Financing
Arrangements".
NOTE H - INCOME TAX PROVISION
During the quarter ended April 30, 2000, the Company established a full
valuation allowance by recording reserves of $22 million against previously
recorded deferred tax assets. These reserves were established based on the
Company's filing for protection under Chapter 11 of the Bankruptcy Code and may
be adjusted as the Company develops a plan for reorganization.
NOTE I - SEGMENT REPORTING
The Company operates primarily in two industry segments: the wholesale
distribution of computer equipment through Pinacor and technology infrastructure
services through MTS. The Company operates primarily in the United States, and
therefore has only one reportable geographic segment.
The following table presents certain segment financial information (in
thousands):
10
<PAGE>
<TABLE>
<CAPTION>
Quarter ended April 30, 2000
---------------------------------------------------------------------
Pinacor MTS Other Total
---------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
Net revenue from external customers $ 347,910 $ 298,226 $ 12,604 $ 658,740
Intersegment revenue 105,756 - 3,660 109,416
---------------- --------------- --------------- ----------------
Total revenue $ 453,666 $ 298,226 $ 16,264 $ 768,156
Loss before taxes and extraordinary item (1) $ (36,572) $ (21,416) $ (784) $ (58,772)
Quarter ended May 2, 1999
---------------------------------------------------------------------
Pinacor MTS Other Total
---------------- --------------- --------------- ----------------
Net revenue from external customers $ 1,175,107 $ 470,752 $ 10,682 $ 1,656,541
Intersegment revenue 325,178 - 703 325,881
---------------- --------------- --------------- ----------------
Total revenue $ 1,500,285 $ 470,752 $ 11,385 $ 1,982,422
Loss before taxes and extraordinary item (1) $ (29,587) $(125,054) $ (2,912) $ (157,553)
<CAPTION>
Reconciliation Quarter ended
---------------------------------
April 30, May 2,
2000 1999
--------------- ---------------
<S> <C> <C>
Revenue
Total revenue for segments $ 768,156 $ 1,982,422
Elimination of intersegment revenue (109,416) (325,881)
---------------------------------
Total consolidated revenue $ 658,740 $ 1,656,541
=============== ===============
Loss before taxes
Total from segments $ (58,772) $ (157,553)
Unallocated amounts (6,326) (8,253)
--------------- ---------------
Total consolidated loss before taxes and extraordinary
item $ (65,098) $ (165,806)
=============== ===============
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
26 weeks ended April 30, 2000
---------------------------------------------------------------------
Pinacor MTS Other Total
---------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
Net revenue from external customers $ 1,096,516 $ 652,272 $ 22,833 $ 1,771,621
Intersegment revenue 230,058 - 6,981 237,039
---------------- --------------- --------------- ----------------
Total revenue $ 1,326,574 $ 652,272 $ 29,814 $ 2,008,660
Loss before taxes and extraordinary item (1) $ (62,530) $ (39,248) $ (1,029) $ (102,807)
26 weeks ended May 2, 1999
---------------------------------------------------------------------
Pinacor MTS Other Total
---------------- --------------- --------------- ----------------
Net revenue from external customers $ 2,162,430 $ 918,378 $ 20,574 $ 3,101,382
Intersegment revenue 642,274 - 703 642,977
---------------- --------------- --------------- ----------------
Total revenue $ 2,804,704 $ 918,378 $ 21,277 $ 3,744,359
Loss before taxes and extraordinary item (1) $ (12,679) $(131,524) $ (2,362) $ (146,565)
<CAPTION>
Reconciliation 26 weeks ended
---------------------------------
April 30, May 2,
2000 1999
--------------- ---------------
<S> <C> <C>
Revenue
Total revenue for segments $ 2,008,660 $ 3,744,359
Elimination of intersegment revenue (237,039) (642,977)
---------------------------------
Total consolidated revenue $ 1,771,621 $ 3,101,382
=============== ===============
Loss before taxes
Total from segments $ (102,807) $ (146,565)
Unallocated amounts (10,637) (14,006)
--------------- ---------------
Total consolidated loss before tax and extraordinary item $ (113,444) $ (160,571)
=============== ===============
</TABLE>
(1) Includes an allocated portion of restructuring and other one-time charges.
12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Certain statements contained in this Item may be "forward-looking statements"
within the meaning of The Private Securities Litigation Reform Act of 1995.
These forward-looking statements may include projections of revenue and net
income and issues that may affect revenue or net income; projections of capital
expenditures; plans for future operations; financing needs or plans; plans
relating to the Company's products and services; and assumptions relating to the
foregoing. Forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified. Future events
and actual results could differ materially from those set forth in, contemplated
by, or underlying the forward-looking information. Some of the important factors
that could cause the Company's actual results to differ materially from those
projected in forward-looking statements made by the Company include, but are not
limited to, the following: the Company's ability to finance product procurement;
intense competition; narrow margins; dependence on supplier incentive funds;
product supply and dependence on key vendors; potential fluctuations in
quarterly results; risks of declines in inventory values; the capital intensive
nature of the Company's business; dependence on information systems; dependence
on independent shipping companies; rapid technological change; and the Company's
status as a debtor-in-possession under the Bankruptcy Code. The Company
undertakes no obligations to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
The Company has two primary businesses - Pinacor, a distribution business
operated through a wholly-owned subsidiary and MicroAge Technology Services
("MTS") an integration business.
RECENT DEVELOPMENTS
Reorganization. On April 13, 2000, the Company filed a voluntary petition in the
United States Bankruptcy Court for the District of Arizona, (the "Bankruptcy
Court") to reorganize under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code"). The Company is currently operating as a debtor-in-possession
under the supervision of the Bankruptcy Court. As a debtor-in-possession, the
Company is authorized to operate its business but may not engage in transactions
outside its ordinary course of business without the approval of the Bankruptcy
Court.
The accompanying financial statements have been prepared on a going concern
basis which assumes continuity of operations and realization of assets and
liquidation of liabilities in the ordinary course of business. As a result of
the reorganization proceedings, there are uncertainties relating to the ability
of the Company to continue as a going concern. The financial statements do not
include any adjustments that might be necessary as a result of the outcome of
the uncertainties discussed herein including the effects of any plan of
reorganization.
Since the voluntary filing on April 13, 2000, significant bankruptcy related
events include (i) Bankruptcy Court entering a final order approving the DIP
Agreement on May 24, 2000 (see "Liquidity and Capital Resources" below), (ii)
Bankruptcy Court approval of a series of motions providing for the rejection of
real estate leases no longer necessary to the operation of the Company's
businesses, (iii) Bankruptcy Court approval of the retention and severance plan
offered to employees by the Company and (iv) Bankruptcy Court approval for the
sale of certain miscellaneous equipment no longer necessary to the Company's
operations.
13
<PAGE>
Liquidity Issues. The Company's ability to continue to finance its business is
contingent upon improving cash flows through reductions in inventory and
accounts receivable, attaining forecasted sales levels, reducing operating
costs, and complying with financial covenants in its credit facilities.
During the first 26 weeks of the current fiscal year, the Company has
experienced a greater than anticipated slowdown in revenue due to a combination
of low customer demand in the first 13 weeks due to Year 2000 concerns and to an
inability to obtain a sufficient supply of product during the second quarter of
the current fiscal year.
As discussed in greater detail in "Liquidity and Capital Resources" below, on
April 13, 2000, the Company entered into a new Debtor-in-Possession Credit
Agreement (the "DIP Agreement"). The DIP Agreement provides for borrowings of up
to $210 million.
RESPONSES TO CURRENT ISSUES
In response to lower revenue levels and gross margins, the Company has continued
to take actions to decrease operating expenses. These actions include the
elimination of several hundred positions at Pinacor and MTS, the closure of
warehouse facilities and the closure of branch locations.
Subsequent to the end of the Company's second quarter, Pinacor revenue has
continued to decline due to product supply issues. Pinacor has begun
streamlining its operations to become a smaller and more focused distributor.
In connection with these developments, during the quarter ended January 30,
2000, the Company recorded $4.0 million of restructuring and other one-time
charges. All actions related to this restructuring were implemented as of April
30, 2000. The restructuring and other one-time charges included $3.6 million in
employee termination benefits (primarily severance pay) and $0.4 million for
facility closure costs. The facility closure costs include property and real
estate taxes on closed facilities.
The charges associated with employee termination benefits consist primarily of
severance pay for approximately 716 associates. The reductions were completed by
April 30, 2000 and occurred in both Pinacor and in MTS.
Included in accounts payable in the accompanying balance sheet is an accrual of
$13.3 million for restructuring and other one-time charges from prior quarters
which have not yet been paid. The accrual primarily relates to lease expense for
remaining terms on previously closed facilities, net of anticipated sub-lease
income.
As the Company continues to reduce its cost structure, additional restructuring
charges will be recognized in future quarters for severance and facility closure
costs.
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<PAGE>
RESULTS OF OPERATIONS
The following table sets forth, for the indicated periods, data as
percentages of total revenue:
<TABLE>
<CAPTION>
Quarter ended
---------------------------------------------------------------------------------
Apr 30, Jan. 30, Oct 31, Aug 1, May 2,
2000 2000 1999 1999 1999
------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenue 100.0 % 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales 96.8 95.5 93.8 93.5 94.8
------------ ------------ ----------- ------------ -----------
Gross profit 3.2 4.5 6.2 6.5 5.2
Operating and other expenses
Operating expenses 10.0 6.6 5.9 5.9 6.4
Restructuring and other one-
time charges 0.6 0.9 2.8 0.3 8.1
------------ ------------ ----------- ------------ -----------
Operating income (loss) (7.4 ) (3.0 ) (2.5 ) 0.3 (9.3 )
Other expenses - net 2.2 1.3 0.6 0.6 0.7
Reorganization expense 0.2 --- --- --- ---
------------ ------------ ----------- ------------ -----------
Loss before income taxes (9.8 ) (4.3 ) (3.1 ) (0.3 ) (10.0 )
Income tax provision (benefit) 3.4 --- (0.4 ) (0.1 ) (1.1 )
------------ ------------ ----------- ------------ -----------
Loss before extraordinary item (13.2 ) (4.3 ) (2.7 ) (0.2 ) (8.9 )
Extraordinary loss 1.5 --- --- --- ---
------------ ------------ ----------- ------------ -----------
Net income (loss) (14.7 )% (4.3 )% (2.7 )% (0.2 )% (8.9 )%
============ ============ =========== ============ ===========
</TABLE>
TOTAL REVENUE. Total revenue of $659 million decreased $998 million, or 60%, for
the quarter ended April 30, 2000 as compared to the quarter ended May 2, 1999.
This revenue decrease included a $827 million, or 70%, decrease in Pinacor
revenue and a $173 million, or 37%, decrease in MTS revenue. The remaining
change in consolidated revenue was due to a decrease in the elimination of
intercompany revenue. Total revenue for the 26 weeks ended April 30, 2000 of
$1.8 billion decreased $1.3 billion, or 42%, as compared to the 26 weeks ended
May 2, 1999.
The revenue decreases were due to several factors. As described in Changes in
Supplier Terms and Conditions, a change in Pinacor's sourcing relationship with
Compaq reduced Pinacor revenue compared to the prior year. In addition, the
company experienced a greater than anticipated reduction in demand in the first
fiscal quarter due to Year 2000 concerns. Revenue in both Pinacor and MTS
declined as customers reduced product purchases and service projects during this
period. Revenue continued to decline during the Company's second fiscal quarter
due to an inability to obtain a sufficient supply of product to meet customer
demand. During this period, the Company was unable to borrow sufficient amounts
from its lender or obtain adequate amounts of credit from vendors to finance
purchases of product.
15
<PAGE>
Subsequent to the end of the Company's second quarter, Pinacor revenue has
continued to decline due to product supply issues. Pinacor has begun
streamlining its operations to become a smaller and more focused distributor.
GROSS PROFIT PERCENTAGE. The Company's gross profit percentage was 3.2% for the
quarter ended April 30, 2000 and 5.2% for the quarter ended May 2, 1999. The
gross profit percentage was 4.0% for the 26 weeks ended April 30, 2000 and 6.1%
for the 26 weeks ended May 2, 1999.
The decrease in the Company's gross profit percentage in fiscal 2000 as compared
to fiscal 1999 is primarily due to lower product margins in both Pinacor and
MTS. Gross margins on sales to reseller customers decreased due to increased
competitive pressures. In addition, changes in supplier terms and conditions
impacted both Pinacor and MTS margins. Supplier incentive funds were lower as a
percentage of total revenue, and due to reductions in price protection and
return privileges, product costs were higher in fiscal 2000 compared to fiscal
1999. The Company's margins on service revenue in fiscal 2000 have declined from
fiscal 1999 levels primarily due to lower utilization of service personnel.
Future gross profit percentages may be affected by market pressures, the
introduction of new Company initiatives, changes in revenue mix, changes in
supplier incentive funds, changes in suppliers' terms and conditions, supplier
pricing actions, and other competitive and economic pressures. See "Potential
Fluctuations in Operating Results" below for information regarding industry
trends that may affect future gross profit percentages.
OPERATING EXPENSES. Operating expenses totaled $66 million for the quarter ended
April 30, 2000, compared to $106 million for the quarter ended May 2, 1999.
Operating expenses also decreased from $195 million for the 26 weeks ended May
2, 1999 to $140 million for the 26 weeks ended April 30, 2000. The decrease
is due to actions taken by the Company to reduce operating expenses. See
"Responses to Current Issues" above for a discussion of actions taken.
OTHER EXPENSES - NET. Other expenses - net increased to $14.8 million for the
quarter ended April 30, 2000 from $12.3 million for the quarter ended May 2,
1999. Other expenses- net increased to $28.8 million for the 26 weeks ended
April 30, 2000 from $19.5 million for the 26 weeks ended May 2, 1999. The
increase in other expenses was primarily due to an increase in financing costs.
Financing costs increased due to increased average borrowings as a result of
changes in the Company's major suppliers' policies. During the first quarter of
fiscal 1999 certain major suppliers changed the terms of their credit
arrangements with the Company. These changes include a decrease in the number of
days the Company has to pay for product purchases and a decrease in the amount
of reseller purchases from the Company that the suppliers are willing to
subsidize. These changes increased the Company's working capital requirements
and financing costs. The increase in financing costs were partially offset by a
decrease in amortization expense due to the write-down of impaired goodwill
during the second quarter of fiscal 1999.
INCOME TAX PROVISION. During the quarter ended April 30, 2000, the Company
established a full valuation allowance by recording reserves of $22 million
against previously recorded deferred tax assets. These reserves were established
based on the Company's filing for protection under Chapter 11 of the Bankruptcy
Code and may be adjusted as the Company develops a plan for reorganization.
EXTRAORDINARY LOSS. During the quarter ended April 30, 2000 the Company expensed
$9.6 million of previously capitalized financing fees due to the termination of
financing facilities associated with these fees.
16
<PAGE>
CHANGES IN SUPPLIER TERMS AND CONDITIONS
The key suppliers of the Company provide various incentives for promoting and
marketing their product offerings. A large portion of the incentives is passed
on to the Company's customers. However, a portion of the incentives positively
impact the Company's income.
Beginning in May 1998, the major manufacturers announced and/or instituted
changes in their sales incentive programs and inventory management programs.
Pursuant to these changes, the major manufacturers have (i) reduced the amount
of product that the Company is allowed to return, (ii) reduced the amount of
price protection coverage offered to the Company, and (iii) reduced the amount
of incentives based on sales of the manufacturers' products.
In addition, several of the Company's major suppliers have changed the terms of
their credit arrangements with the Company. These changes include a decrease in
the number of days the Company has to pay for product purchases and a decrease
in the amount of reseller purchases from the Company that the suppliers are
willing to subsidize. These changes have increased the Company's working capital
requirements and financing costs. Further changes in incentives or other terms
and conditions could have a further material adverse effect on the Company's
operating results.
During the quarter ended August 1, 1999, the Company announced a change in the
Pinacor product sourcing relationship with Compaq. In October 1999, Pinacor
began sourcing certain Compaq products from other Compaq distributors instead of
sourcing directly from Compaq. Compaq has indicated that Pinacor remains an
authorized distributor and reseller and will be able to distribute the full
range of Compaq products. In addition, Pinacor will continue to order some
products directly from Compaq. During the quarter ended April 30, 2000, Compaq
sales decreased approximately $307 million, or 84%, when compared to the quarter
ended May 2, 1999. In addition to the declines in Compaq revenue, the Company
believes that sales of other suppliers' products have decreased as customers
that purchase Compaq products from other sources moved purchases of other
products to those sources.
POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS
The Company's operating results may vary significantly from quarter to quarter
depending on certain factors, including, but not limited to, demand for the
Company's information technology products and services, the impact of the
Company's Chapter 11 filing, the amount of supplier incentive funds received by
the Company, product availability, competitive conditions, new product
introductions, changes in customer order patterns, changes in supplier terms and
conditions, and general economic conditions. In particular, the Company's
operating results are sensitive to changes in the mix of product and service
revenues, product margins, inventory adjustments and interest rates. Although
the Company attempts to control its expense levels, these levels are based, in
part, on anticipated revenues. Therefore, the Company may not be able to control
spending in a timely manner to compensate for any unexpected revenue shortfall.
As a result, quarterly period-to-period comparisons of the Company's financial
results are not necessarily meaningful and should not be relied upon as an
indication of future performance. In addition, although the Company's financial
performance has not exhibited significant seasonality in the past, the Company
and the computer industry in general tend to follow a sales pattern with peaks
occurring near the end of the calendar year, due primarily to special supplier
promotions and year-end business purchases.
17
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its growth and cash needs to date primarily through
working capital financing facilities, bank credit lines, common stock offerings
and cash generated from operations. The primary uses of cash have been to fund
working capital requirements.
The Company has taken actions to reduce operating costs, including reductions in
headcount and the closure of certain warehouse facilities and the elimination of
branch facilities (see "Responses to Current Issues" above). The Company will
continue to implement cost cutting measures, including additional reductions in
headcount and the closure of additional facilities. The Company has positive net
working capital, exclusive of estimated liabilities subject to Chapter 11
review, of $316 million at April 30, 2000. The Company's continuing liquidity is
contingent upon improving cash flows through reductions in inventory and
accounts receivable, attaining forecasted sales levels, reducing operating
costs, and meeting financial covenants in the Debtor-in-Possession Credit
Agreement (the "DIP Agreement" - see Note F to the Company's consolidated
financial statements).
Cash used in operating activities was $133 million in the 26 weeks ended April
30, 2000 as compared to $37 million provided by operating activities in the 26
weeks ended May 2, 1999. The cash used in operating activities for the 26 weeks
ended April 30, 2000 was due to cash losses from operations and to a decrease in
accounts payable partially offset by a decrease in inventory. The decrease in
inventory was due to a decrease in business volume as well as a decrease in the
amount of inventory the Company is able to finance due to its current financial
situation.
Cash used in investing activities decreased from $35 million in the first 26
weeks of fiscal 1999 to $5 million in the first 26 weeks of fiscal 2000
primarily due to a decrease in purchases of property and equipment.
Cash provided by financing activities was $100 million in the first 26 weeks of
fiscal 2000 compared to $13 million in the first 26 weeks of fiscal 1999. The
change was primarily due to increased borrowings under the Company's line of
credit.
On October 28, 1999, the Company entered into two new financing facilities (the
"Facilities"). The Facilities, as amended, provided for borrowings of up to $520
million and included a $300 million revolving credit facility and a $220 million
inventory financing facility; the Company also had a $20 million inventory
financing facility with another lender.
On April 13, 2000, the Company entered into a new Debtor-in-Possession Credit
Agreement (the "DIP Agreement"). The DIP Agreement provides for borrowings of up
to $210 million. Proceeds from the DIP Agreement were used to pay in full the
outstanding balance on the Credit Facility discussed above. The Company also has
a $25 million inventory financing facility (the "Inventory Facility") and a $30
million pre-petition secured obligation (the "Secured Obligation") with another
lender.
18
<PAGE>
Borrowings under the DIP Agreement are secured by substantially all of the
Company's assets, subject to other liens permitted under the DIP Agreement. The
DIP Agreement contains certain restrictive covenants, including capital
expenditure limitations, a minimum interest coverage ratio, and a minimum
earnings before interest, taxes, depreciation and amortization (EBITDA) amount.
Borrowings under the DIP Agreement are limited based on borrowing base formulas
that consider eligible inventories and eligible accounts receivable. Borrowings
are also subject to the satisfaction of customary conditions, including the
absence of any material adverse change in the Company's business or financial
condition.
Interest rates on the DIP Agreement are based on the agent's base rate plus a
specified margin or LIBOR plus a specified margin. The current margins are 2.0%
for base rate advances and 3.0% for LIBOR advances. The DIP Agreement also
includes letter of credit and unused line fees. The DIP Agreement has a
termination date of October 13, 2001.
Payments for products purchased under the Inventory Facility are due 30 days
from the date of the advance. No interest or finance charges are payable on the
Inventory Facility if payments are made when due. The amount outstanding under
this facility, which was $21 million at April 30, 2000, is limited by minimum
collateral restrictions. In addition to the Inventory Facility, the Company has
a pre-petition Secured Obligation with the same lender. The amount outstanding
under the Secured Obligation is $30 million and the interest rate is LIBOR plus
3.75%. The Inventory Facility and the Secured Obligation terminate on October
13, 2001 and are secured by a first priority lien on certain inventory and real
property of the Company and a blanket second lien on other assets of the
Company.
INFLATION
The Company believes that inflation has generally not had a material impact on
its operations.
19
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Stockholders was held on March 28,
2000.
(b)(1) The following individuals were elected to the Board of
Directors as Class II Directors for three-year terms
expiring at the Company's Annual Meeting in 2003: Jeffrey D.
McKeever and Steven G. Mihaylo.
(c) The matters submitted for vote at the Annual Meeting were as
follows:
(c)(1) Election of Class II Directors for three-year terms expiring
at the Company's Annual Meeting in 2003. See Item 4(b)(1)
above. The shares were voted as follows:
NOMINEE NUMBER OF SHARES
Jeffrey D. McKeever For 17,506,403
Withheld 1,349,557
Abstentions -0-
Broker Non-votes
Steven G. Mihaylo For 17,506,442
Withheld 1,349,518
Abstentions -0-
Broker Non-votes
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 1995 MicroAge, Inc. Director Incentive Plan Stock
Option Agreement between MicroAge, Inc. and Lynda M.
Applegate, dated November 1, 1999.
10.2 1995 MicroAge, Inc. Director Incentive Plan Stock
Option Agreement between MicroAge, Inc. and Cyrus F.
Freidheim, Jr., dated November 1, 1999.
10.3 1995 MicroAge, Inc. Director Incentive Plan Stock
Option Agreement between MicroAge, Inc. and Roy A.
Herberger, Jr., dated November 1, 1999.
10.4 1995 MicroAge, Inc. Director Incentive Plan Stock
Option Agreement between MicroAge, Inc. and William
H. Mallender, dated November 1, 1999.
10.5 1995 MicroAge, Inc. Director Incentive Plan Stock
Option Agreement between MicroAge, Inc. and Steven G.
Mihaylo, dated November 1, 1999.
20
<PAGE>
10.6 1995 MicroAge, Inc. Director Incentive Plan Stock
Option Agreement between MicroAge, Inc. and Dianne C.
Walker, dated November 1, 1999.
10.7 Amended and Restated MicroAge, Inc. Retirement
Savings Plan, dated as of November 2, 1998.
10.8 First Amendment to Amended and Restated MicroAge,
Inc. Retirement Savings Plan, dated as of December 2,
1999.
10.9 First Amendment to the MicroAge, Inc. Executive
Supplemental Savings Plan, dated January 31, 1997.
10.10 Pinacor Retirement Savings Plan, dated as of November
2, 1998.
10.11 First Amendment to the Pinacor Retirement Savings
Plan, dated as of December 2, 1999.
10.12 Amendment to the Pinacor Retirement Savings Plan,
dated as of March 15, 2000.
10.13 Debtor-in-Possession Credit Agreement, dated as of
April 13, 2000, by and among MicroAge Technology
Services, L.L.C. and Pinacor, Inc., as Borrowers,
MicroAge, Inc., as Parent Guarantor, the Lender
Parties thereto, and Citibank, N.A., as Collateral
Agent and Administrative Agent for the Lender
Parties.
10.14 Agreement for Inventory Financing, dated as of April
13, 2000, by and among IBM Credit Corporation, MTS
Holding Company, MicroAge Computer Centers, Inc.,
MicroAge Technology Services, L.L.C., Pinacor, Inc.,
collectively as Customer, and MicroAge, Inc., as
Parent.
10.15 Amendment No. 1 to Agreement for Inventory Financing,
dated as of April 13, 2000, by and among IBM Credit
Corporation, MTS Holding Company, MicroAge Computer
Centers, Inc., MicroAge Technology Services, L.L.C.,
Pinacor, Inc., collectively as Customer, and
MicroAge, Inc., as Parent.
(b) The Company did not file any reports on Form 8-K during the
quarter ended April 30, 2000.
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<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.
MICROAGE, INC.
(Registrant)
Date: June 28, 2000 By: /s/ Jeffrey D. McKeever
--------------------------------
Jeffrey D. McKeever
Chairman of the Board and
Chief Executive Officer
Date: June 28, 2000 By: /s/ Ray L. Storck
--------------------------------
Ray L. Storck
Vice President, Chief Financial Officer,
Controller and Treasurer
22
