INTELLIGENT ELECTRONICS INC ET AL
10-Q, 1994-12-13
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                      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 October 29, 1994

                                      OR

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934.

          FOR THE TRANSITION PERIOD FROM __________  TO _____________ .


Commission file number 0-15991


                         Intelligent Electronics, Inc.
                         -----------------------------
            (Exact name of registrant as specified in its charter)


                Pennsylvania                          23-2208404
        ------------------------------           -------------------
       (State or other jurisdiction of              (IRS Employer
       incorporation or organization)             Identification No.)



    411 Eagleview Boulevard, Exton, PA                  19341
    ----------------------------------------          ----------
    (Address of principal executive offices)          (Zip Code)


                                (610) 458-5500 
                                ----------------
             (Registrant's telephone number, including area code)


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: 33,111,749 shares of Common
Stock, par value $0.01 per share were outstanding at December 1, 1994.
<PAGE>
                Intelligent Electronics, Inc. and Subsidiaries

                                     INDEX



                                                                       Page No.

PART I.   FINANCIAL INFORMATION

Item 1.        Financial Statements

          Consolidated Balance Sheet

               October 29, 1994 and January 29, 1994                          3

          Consolidated Statement of Operations 

               Three and Nine Months Ended October 29, 1994
               and October 30, 1993                                           4

          Consolidated Statement of Cash Flows 

               Nine Months Ended October 29, 1994
               and October 30, 1993                                           5

          Notes to Consolidated Financial Statements                          6

Item 2.        Management's Discussion and Analysis of Financial Condition  
               and Results of Operations                                      8


PART II.  OTHER INFORMATION

Item 6.        Exhibits and Reports on Form 8-K                              11


SIGNATURES                                                                   14
<PAGE>
PART I - FINANCIAL INFORMATION                                       FORM 10-Q
                          
              INTELLIGENT ELECTRONICS, INC. and Subsidiaries
                        Consolidated Balance Sheet
                  (in thousands, except share-related data)
<TABLE>
<CAPTION>
                                                       October 29,    January 29,
                                                           1994           1994
                                                       -----------    -----------
                                                       (unaudited)        
                                   Assets                        
Current assets:
 <S>                                                    <C>            <C>
 Cash and cash equivalents                              $ 150,173      $  122,249
 Marketable securities available for sale                  11,905          61,130
 Accounts receivable, net                                  35,222           9,524
 Inventory                                                462,261         251,044
 Prepaid expenses and other current assets                 14,220           8,872
 Deferred income taxes                                     15,597           7,840
                                                       ----------      ----------
   Total current assets                                   689,378         460,659 
                                                      
 Property and equipment                                    16,534          11,371
 Intangible assets, primarily goodwill, net                68,045          71,585
 Investments in affiliates                                 16,148          30,096
 Other assets                                               8,907           3,300
                                                       ----------      ----------
   Total assets                                        $  799,012      $  577,011
                                                       ==========      ==========

                             Liabilities and Shareholders' Equity          

Current liabilities:
 Accounts payable                                      $  558,182      $  334,341
 Accrued liabilities                                       30,779          21,025 
                                                       ----------      ----------
   Total current liabilities                              588,961         355,366
                                                       ----------      ----------
Other liabilities                                           1,490           2,795

Commitments and contingencies                                  --              -- 
                          
Shareholders' equity:  
 Common stock $.01 par value per share:
 Authorized 100,000,000 shares, 
   issued and outstanding:
   39,507,549 and 39,310,439 shares                           395             393
 Additional paid-in capital                               221,223         219,107
 Treasury stock                                           (72,122)        (57,181)
 Retained earnings                                         59,284          56,531
 Unrealized holding loss on securities and investments       (219)             --
                                                       ----------       ---------
 Total shareholders' equity                               208,561         218,850
                                                       ----------       ---------
   Total liabilities and shareholders' equity          $  799,012       $ 577,011 
                                                       ==========       =========
</TABLE>
See accompanying notes to consolidated financial statements.  <PAGE>
<TABLE>
<CAPTION>
                     INTELLIGENT ELECTRONICS, INC. and Subsidiaries                      FORM 10-Q
                         Consolidated Statement of Operations
                         (in thousands, except per-share data)
                                     (unaudited)

                                                    Three months ended           Nine months ended 
                                                 ------------------------    -------------------------
                                                 October 29,   October 30,   October 29,   October 30, 
                                                    1994         1993           1994           1993  
                                                 ----------   ----------     -----------   -----------
<S>                                              <C>          <C>            <C>           <C>
Revenues                                         $  831,122   $  675,902     $ 2,386,710   $ 1,906,095 
Cost of goods sold                                  805,808      645,746       2,287,955     1,823,345
                                                 ----------   ----------     -----------   -----------
    Gross profit                                     25,314       30,156          98,755        82,750 
                                                 ----------   ----------     -----------   -----------
Operating expenses:                    
  Selling, general and administrative expenses       29,274       12,715          63,132        37,682 
  Amortization of intangibles, primarily goodwill     1,180        1,180           3,540         3,540 
                                                 ----------   ----------     -----------   -----------
    Total operating expenses                         30,454       13,895          66,672        41,222
                                                 ----------   ----------     -----------   -----------
Income (loss) from operations                        (5,140)      16,261          32,083        41,528
                              
Other income (expense):                      
  Investment and other income, net                    1,394        1,107           3,704         3,717 
  Interest expense                                     (225)        (104)           (848)         (460)
                                                 ----------   ----------     -----------   -----------
Income (loss) from continuing operations before
  provision for income taxes and equity in   
  earnings (loss) of affiliate                       (3,971)      17,264          34,939        44,785 
                          
Provision for income taxes                           (1,199)       6,698          13,618        17,449 
                                                 ----------   ----------     -----------   -----------
Income (loss) from continuing operations before              
  equity in earnings (loss) of affiliate             (2,772)      10,566          21,321        27,336                   
                          
Equity in earnings (loss) of affiliate (net of    
  tax expense/(benefit) of $(145), $171,             
  $(5,198) and $606)                                   (248)         285          (8,853)        1,030 
                                                 ----------   ----------     -----------   -----------
Income (loss) from continuing operations             (3,020)      10,851          12,468        28,366 
                          
Discontinued operation:                  
  Loss from discontinued operation (net of           
    tax benefit of $1,076)                               --           --              --        (2,468)
  Gain on sale of BizMart (net of tax expense                                      
    of $2,284)                                           --           --              --         6,298 
                                                 ----------   ----------     -----------   -----------
Net income (loss)                                $   (3,020)  $   10,851     $    12,468   $    32,196
                                                 ==========   ==========     ===========   ===========
<PAGE>
Income (loss) per common share and share equivalent:      
                          
  Continuing operations                          $    (0.09)  $     0.30     $      0.35   $      0.78
  Discontinued operation                                 --           --              --         (0.07)
  Sale of BizMart                                        --           --              --          0.17 
                                                 ----------   ----------     -----------   ----------- 
    Net income (loss) per share                  $    (0.09)  $     0.30     $      0.35   $     0.88
                                                 ==========   ==========     ===========   ==========
                           
Dividends declared per share                     $     0.10   $     0.08     $      0.28   $     2.16
                                                 ==========   ==========     ===========   ==========
Weighted average number of common shares         
  and share equivalents outstanding:            
                           
    Primary and fully diluted                        34,936       35,751          35,628       36,469 
                          
</TABLE>
                         
See accompanying notes to consolidated financial statements.  

<PAGE>
<TABLE>
<CAPTION>
                          INTELLIGENT ELECTRONICS, INC. and Subsidiaries                  FORM 10-Q
                               Consolidated Statement of Cash Flows
                                          (in thousands)      
                                            (unaudited)      
                          
                          
                                                                      Nine months ended
                                                                -------------------------------
                                                                October 29,         October 30,
                                                                    1994                1993
                                                                -----------         -----------
CASH FLOWS FROM OPERATING ACTIVITIES:       
 <S>                                                            <C> <C>             <C> <C>
 Net income                                                     $   12,468          $   32,196
 Adjustments to reconcile net income to net cash   
  provided by (used for) operating activities:      
  Depreciation and amortization                                      7,204               6,815
  Provision for deferred taxes                                     (12,990)             (3,307)
  Gain on sale of fixed assets                                          --                 (58)
  Provision for losses on trade receivables                            143                 290
  Provision for write-down of inventory                              6,185               1,341
  Loss from discontinued operation                                      --               2,468
  Gain on sale of BizMart                                               --              (6,298)
  Equity in (earnings) loss of affiliate                            14,051              (1,636)
  Changes in assets and liabilities, net of effects      
    from acquisitions and sales:         
    Accounts receivable                                            (25,841)             (8,702)
    Inventory                                                     (217,402)            (34,141)
    Other current assets                                            (5,348)             (4,777)
    Accounts payable                                               223,873              37,908
    Accrued liabilities                                              9,133               4,014
                                                                -----------         -----------
 Net cash provided by operating activities                          11,476              26,113
                                                                -----------         -----------
CASH FLOWS FROM INVESTING ACTIVITIES:       
 Purchases of marketable securities                                (31,709)           (146,600)
 Sales and maturities of marketable securities                      80,714              45,950
 Acquisition of property and equipment, net of disposals            (8,646)             (4,126)
 Proceeds from sale of BizMart                                          --             275,236
 Investment in and loan to affiliates                               (1,102)             (8,747)
 Other                                                                (764)               (764)
                                                                -----------         -----------
 Net cash provided by investing activities                          38,493             160,949
                                                                -----------         -----------
CASH FLOWS FROM FINANCING ACTIVITIES:       
 Repayment of Subordinated Debt                                         --             (17,500)
 Common stock repurchased                                          (14,941)            (55,375)
 Cash dividends paid                                                (9,094)            (75,123)
 Proceeds from exercise of stock options                             2,118              17,062
 Proceeds from exercise of warrants                                     --                 570
 Reduction in capital lease obligations                               (128)                (88)
                                                                -----------         -----------
 Net cash used for financing activities                            (22,045)           (130,454)
                                                                -----------         -----------
Net cash provided by continuing operations and sale of BizMart      27,924              56,608
Cash used for discontinued operation                                    --              (5,562)
                                                                -----------         -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                           27,924              51,046
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                   122,249              52,498
                                                                -----------         -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                      $  150,173          $  103,544
                                                                ===========         =========== 
</TABLE>
See accompanying notes to consolidated financial statements.  
<PAGE>
                        Intelligent Electronics, Inc. and Subsidiaries

                          Notes to Consolidated Financial Statements 

                                           (unaudited)
(1)       Basis of Presentation
          ---------------------
The consolidated financial statement information included herein is unaudited
but, in the opinion of management, reflects all adjustments necessary for a 
fair statement of the results for the interim periods presented.  Such 
adjustments are of a normal, recurring nature.  These financial statements 
should be read in conjunction with the audited financial statements included
in the Company's Annual Report on Form 10-K for the year ended January 29, 1994.

(2)       New Accounting Pronouncement
          ----------------------------
On January 30, 1994, the Company adopted Statement of Financial Accounting
Standards No. 115 ("FAS 115"), Accounting for Certain Investments in Debt 
and Equity Securities.  FAS 115 requires certain investments in debt and 
securities be classified into one of three categories: held-to-maturity, 
available-for-sale, or trading.  Adoption of this statement did not have a 
material effect on the Company's financial position or results of operations; 
however, certain amounts in the January 29, 1994 Consolidated Balance Sheet 
have been reclassified for comparative purposes.

(3)       Discontinued Operation and Sale of BizMart
          ------------------------------------------
On March 4, 1993, the Company sold BizMart, Inc. ("BizMart") to OfficeMax, Inc.
Accordingly, results of BizMart's operations have been reported separately as 
a discontinued operation in the accompanying Consolidated Statement of 
Operations.  BizMart's operating results for the period from January 31, 1993 
to March 4, 1993 have been excluded from continuing operations and are 
summarized as follows (in thousands):
     
       Revenues                                  $     60,193
       Costs and expenses                              63,737
                                                 ------------
       Loss before income taxes                       (3,544)
       Income tax benefit                             (1,076)
                                                 ------------
       Loss from discontinued operation         $     (2,468)
                                                =============

(4)     Investments in Affiliates
        -------------------------
The Company has an investment in The Future Now, Inc. ("TFN"), a network member
and publicly-traded company. The Company accounts for this investment using the
equity method.  For the quarter ended October 29, 1994, the Company recognized
a loss of $248,000 after taxes as its proportionate share of TFN's net loss.  
As of October 29, 1994, the carrying value of the TFN common stock was 
approximately $15,339,000 and the aggregate market price, based on TFN's quoted
market price, was approximately $20,510,000 (See Note 7).

The Company also has an investment in Random Access, Inc. ("RA"), a network
member and publicly-traded company. The Company accounts for this investment as
available-for-sale in accordance with FAS 115, and accordingly, the carrying
value of the RA investment is recorded at fair market value with either a
corresponding credit or debit to shareholder's equity.  At October 29, 1994,
based on RA's quoted market price, the fair market value of the Company's
investment in RA was approximately $284,000.

(5)       Common Stock Dividends
          ----------------------
On October 27, 1994, the Board of Directors of the Company declared a $0.10 per
share cash dividend to shareholders of record on November 15, 1994, which was
paid on December 1, 1994. 

On September 1, 1994, the Company paid the $0.10 per share cash dividend which
was declared on July 28, 1994.

On October 27, 1993, the Board of Directors declared a cash dividend of $0.08 
per share to shareholders of record on November 17, 1993, which was paid on 
December 1, 1993.

On September 1, 1993, the Company paid the cash dividend of $0.08 per share 
which was declared on July 1, 1993.

(6)       Supplemental Cash Flow Information
          ----------------------------------
In October 1994, the Company accrued $3,430,000 for the dividend declared on
October 27, 1994 and paid on December 1, 1994.

In October 1993, the Company accrued $2,773,000 for the dividend declared on
October 27, 1993 and paid on December 1, 1993.

Cash payments during the nine-month periods ended October 29, 1994 and October
30, 1993 included interest of $1,019,000 and $618,000, respectively, and income
taxes of $19,910,000 and $13,703,000, respectively.  

(7)       Subsequent Events
          -----------------
On November 1, 1994, the Company executed a letter of intent with TFN, in a
transaction valued at approximately $40 million, to purchase the assets of
certain branch locations in five major-metro cities.

On December 2, 1994, the Board of Directors expanded a previously authorized 
7 million share repurchase program to allow the Company to purchase up to an
additional 6.6 million shares of its common stock in open-market transactions.

In December 1994, several purported class action lawsuits were filed in the
United States District Court for the Eastern District of Pennsylvania (Civil
Actions Nos. 94-3753, 94-CV-7410, 94-CV-7388, and 94-CV-7405) and a purported
derivative lawsuit was filed in the Court of Common Pleas of Philadelphia 
County (No. 803) against the Company and certain of its directors and officers 
alleging violations of certain disclosure and related provisions of the federal
securities laws and alleging breaches of fiduciary duties, including 
allegations relating to the Company's practices regarding vendor marketing 
funds.  In addition, the Company has been contacted by the Philadelphia 
office of the Securities and Exchange Commission regarding a preliminary, 
informal inquiry, and the plaintiffs in a class action lawsuit filed several 
years ago against the Company, certain directors and officers, and the
Company's auditors in the United States District Court for the Eastern
District of Pennsylvania (Civil Action No. 92-CV-1905), have sought to 
amend the suit to include allegations similar to those in the new lawsuits, 
which seek damages in unspecified amounts as well as other monetary and
equitable relief.  The Company believes that all such lawsuits are without 
merit and intends to defend these lawsuits vigorously.

<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and 
          Results of Operations

Introduction
- ------------
On March 4, 1993, the Company sold BizMart, a national chain of office products
supercenters, to OfficeMax, Inc.  Accordingly, BizMart is reflected as a
discontinued operation in the accompanying consolidated financial statements. 
Unless otherwise specified, amounts and disclosures referred to herein relate to
the Company's continuing operations.  

Results of Operations
- ---------------------
Revenues increased 23% to $831,122,000 for the quarter ended October 29, 1994
compared to $675,902,000 for the quarter ended October 30, 1993.  For the nine
months ended October 29, 1994, revenues increased to $2,386,710,000 compared to
$1,906,095,000 for the nine months ended October 30, 1993.  These increases are
primarily attributable to continued demand from existing and new network
integrators for premium brand name products and advanced technology products,
which the Company believes was partially offset by the loss of potential sales
due to operating inefficiencies resulting from the systems issues discussed
below. 

Gross profit as a percentage of revenues for the quarter ended October 29, 1994
was 3.0% compared to 4.5% for the quarter ended October 30, 1993.  For the nine
months ended October 29, 1994, gross profit as a percentage of revenues was 4.1%
compared to 4.3% for the same period last year.  The decline in gross margins 
was primarily due to operating inefficiencies and an inventory related write-off
of approximately $5 million, resulting from management information systems 
stresses and outages during the quarter ended October 29, 1994, and to 
intensified competitive pricing pressures as certain manufacturers expanded 
their distribution channels.  The third quarter systems stresses and outages 
were caused by the cumulative effect of operating out of multiple warehouses,
the addition of new vendors and SKU's and the expansion of on-line services 
to the Company's customer network. This resulted in reduced customer service 
levels and unfavorably impacted gross margins as the Company reduced prices 
to customers, incurred additional freight costs to expedite shipments and did 
not take full advantage of vendor volume purchasing and other opportunities.  
The Company has offset some of this margin decline through increased revenues 
generated from higher margin advanced technology products and fee-based 
services.  Although the Company does not expect the inventory related write-off 
to recur, it believes that the other factors impacting gross margin during the 
quarter ended October 29, 1994 are likely to continue for the foreseeable 
future.  
  
Selling, general and administrative expenses increased to $29,274,000 and
$63,132,000 for the quarter and nine months ended October 29, 1994, 
respectively, from $12,715,000 and $37,682,000, respectively, for the 
comparable periods last year.  During the quarter ended October 29, 1994,
approximately $9 million of costs were incurred in connection with the 
elimination of certain peripheral ventures ($4 million) and the 
implementation of IE2000 ($5 million), including costs associated with reducing
payroll, closing and consolidating facilities, relocating personnel and 
consultant fees for services rendered to date.  IE2000 is a project designed to
transform the Company to a process-driven operating model.  The Company expects
future annualized cost savings of approximately $10 million as a result of 
these actions.  The systems stresses and outages and related inefficiencies 
also resulted in higher operating costs.  The foregoing costs, together with 
costs to service the higher volume of revenues and to support new programs, 
including commission expenses for a new financing program were the primary 
reasons for the increase.  For the nine months ended October 29, 1994,
increases include the items stated above.  The Company expects recurring
costs associated with the transformation project and operating inefficiencies
through the middle of Fiscal 1995. 

In connection with the eliminated peripheral ventures, revenues for the quarters
and nine-month periods ended October 29, 1994 and October 30, 1993 were less 
than 1% of consolidated revenues; operating income (loss) was approximately
$(1,600,000) and $(3,500,000) for the quarter and nine months ended October 29,
1994, respectively, and $(300,000) and $(500,000) for the quarter and nine 
months ended October 30, 1993, respectively.  These eliminations consist of 
the closing of the Company's cable television programming operation and 
its direct fulfillment agreement with a third-party and the sale of 
substantially all of the Company's wireless telecommunications operation, 
all of which have been substantially completed in the fourth quarter. 

The approximately $9 million incurred in the quarter ended October 29, 1994 
in connection with the elimination of the peripheral ventures and the
implementation of IE2000 included costs accrued in the quarter and recorded as
selling, general and administrative expenses in the aggregate of approximately
$2,800,000 relating to the elimination (including the loss on contractual 
obligations, employee severance costs, remaining lease commitments for
unused space, net of estimated sublease revenue, and the write-down of
certain assets), and approximately $600,000 relating to a reduction in the
Company's workforce.  Twenty-nine positions are being eliminated primarily in 
the sales and marketing areas of the Company.  

Other income (expense) increased from $1,003,000 to $1,169,000 during the 
quarter ended October 29, 1994, and decreased from $3,257,000 to $2,856,000 
for the nine months ended October 29, 1994.  The changes for the quarter 
and nine months ended October 29, 1994 can be primarily attributable 
to the higher return on the Company's investments and a gain on the sale
of an investment in the current quarter, offset by less investable cash 
as a result of the use of the Company's available cash for payments of cash 
dividends and share repurchases since February 1993.   

The Company's effective tax rate for the quarter ended October 29, 1994 
decreased to 30.2% from 38.8% for the quarter ended October 30, 1993.  This 
decrease is primarily due to the effect of non-deductible goodwill on 
the taxable income for the current quarter.

For the quarter and nine months ended October 29, 1994, the Company recognized
a loss of $248,000 and $8,853,000 after taxes as its proportionate share of 
TFN's net loss, compared to income of $285,000 and $1,030,000 after taxes 
for the same periods last year.  

Income (loss) from continuing operations decreased to $(3,020,000) and
$12,468,000 for the quarter and nine months ended October 29, 1994,
respectively, compared to $10,851,000 and $28,366,000 for the quarter and 
nine months ended October 30, 1993, respectively, for the reasons stated above.
 
Liquidity and Capital Resources
- -------------------------------
The Company has financed its growth to date from stock offerings, bank and
subordinated borrowings, inventory financing and internally generated funds.  
The principal uses of its cash have been to fund its accounts receivable and
inventory, make acquisitions, repurchase common stock and pay cash dividends.  

During the nine months ended October 29, 1994, the Company's operating 
activities generated $11,476,000 in cash.  At October 29, 1994, the Company had 
cash and cash equivalents of $150,173,000 ($122,249,000 at January 29, 1994)
and marketable securities available for sale of $11,905,000 ($61,130,000 at 
January 29, 1994).  Working capital totaled $100,417,000 at October 29, 1994 
compared to $105,293,000 at January 29, 1994.  New financing programs offered 
by the Company and its expanded selection and higher levels of inventory have 
increased working capital requirements, although the Company is in the process 
of balancing and lowering its inventory by reducing purchases and returning 
product to certain vendors.  The Company also has a $170,000,000 financing 
agreement with a finance company.  At October 29, 1994, the Company had 
approximately $71,031,000 outstanding on this facility, which was included 
in accounts payable on the Consolidated Balance Sheet.  The Company's 
$20,000,000 guarantee to an inventory finance company on behalf of a member 
of its network remained in place at October 29, 1994.

During the quarter ended October 29, 1994, the Company paid the quarterly
dividend of $0.10 per share which was declared on July 28, 1994.  On 
October 27, 1994, the Company's Board of Directors declared a dividend of 
$0.10 per share to shareholders of record on November 15, 1994, which was paid
on December 1, 1994. The Company repurchased 914,000 shares of its common stock
during the quarter as part of the previously authorized 7 million share 
repurchase program.  As of October 29, 1994, the Company had repurchased 
5,211,200 shares of its common stock at a cost of approximately $72,122,000.  
On December 1, 1994, the Board of Directors authorized an expansion of the
share repurchase program to allow the Company to purchase up to an additional 
6.6 million shares of its common stock.

On November 1, 1994, the Company executed a letter of intent with TFN, in a
transaction valued at approximately $40 million, to purchase the assets of
certain branch locations in five major-metro cities.

The Company is currently upgrading its management information systems as part of
IE2000.  This upgrading is expected to be completed by the end of Fiscal 1996 
and is estimated to cost approximately $20,000,000 to $30,000,000, including
costs to date of approximately $1,500,000.  

Based on the Company's current level of operations, the anticipated purchase of
certain of TFN's assets and capital expansion requirements, management believes
that the Company's cash and marketable securities, internally-generated funds 
and available financing arrangements and opportunities will be sufficient 
to meet the Company's cash requirements for the foreseeable future.

Inflation and Seasonality
- -------------------------
The Company believes that inflation has not had a material impact on its
operations or liquidity to date.  The Company's financial performance does not
exhibit significant seasonality, although certain computer product lines have
displayed a seasonal pattern with peaks occurring near the end of the calendar
year.  
<PAGE>
                    Intelligent Electronics, Inc. and Subsidiaries

Part II - Other Information

Item 6. Exhibits and Reports on Form 8-K

        (a)  Exhibits

                 Exhibit 11.  Statement re:  Computation of Per Share Earnings

        (b)  Reports on Form 8-K.

                 None
<PAGE>
                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.




                                          Intelligent Electronics, Inc.



                                          /s/ Edward A. Meltzer
                                          ------------------------------------
                                          Edward A. Meltzer
                                          Vice President, Chief Financial
                                          Officer and Chief Accounting Officer


Date:  December 13, 1994


<TABLE>
<CAPTION>
INTELLIGENT ELECTRONICS, INC. and Subsidiaries                                                                          Exhibit 11
Primary Income Per Share Calculation                                                                                   Page 1 of 2


                                                  Three months ended                                Nine months ended 
                                ------------------------------------------------    ------------------------------------------------
                                    October 29, 1994         October 30, 1993          October 29, 1994         October 30, 1993
                                ------------------------------------------------    ------------------------------------------------
                                    $        Per Share       $         Per Share         $       Per Share        $        Per Share
                                ----------   ---------   ----------    ---------    ----------   ---------    ----------   ---------
<S>                             <C>           <C>        <C>             <C>        <C>            <C>        <C>            <C>
Continuing operations           (3,020,000)   ($0.09)    10,851,000      $0.30      12,468,000     $0.35      28,366,000     $0.79
Discontinued operation                  --        --             --         --              --        --      (2,468,000)    (0.07)
Sale of BizMart                         --        --             --         --              --        --       6,298,000      0.17
                                ----------   ---------   ----------    ---------    ----------   ---------    ----------   ---------
Net income (loss)               (3,020,000)    ($0.09)   10,851,000      $0.30      12,468,000     $0.35      32,196,000     $0.89
                                ==========   =========   ==========    =========    ==========   =========    ==========   =========
Weighted average common shares                                           
  outstanding, common share equivalents                               
  & other dilutive securities               34,935,718                35,592,014                35,627,893                36,053,766
                                            ==========                ==========                ==========                ==========

Computation of Common Shares, Common Share Equivalents                  
  & Other Dilutive Securities                                                


                                                     Three months ended                             Nine months ended
                                    ------------------------------------------------- --------------------------------------------
                                       October 29, 1994           October 30, 1993          October 29, 1994      October 30, 1993
                                    ------------------------ ------------------------ ----------------------- --------------------
                                     End of      Weighted     End of     Weighted     End of      Weighted     End of     Weighted
                                     Period       Average     Period     Average      Period      Average      Period     Average
                                    ----------  ----------   ----------  ----------  ----------  ----------  ----------  ----------
Common shares outstanding           39,507,549  34,445,198   38,858,804  34,614,059  39,507,549  34,930,260  38,858,804  35,074,167

Common share equivalents: 
 Options                             3,452,475   3,348,997    2,668,070   2,680,022   3,452,475   3,197,282   2,668,070   3,264,775

  Assumed repurchased @ average price           (2,858,477)              (1,702,067)             (2,499,649)             (2,341,478)

 Warrants                                    0           0             0           0           0           0          0      75,164

  Assumed repurchased @ average price                    0                         0                       0                (18,862)
                                                ----------                ----------              ----------              ---------
Weighted average common share equivalents          490,520                   977,955                 697,633                979,599
                                                ----------                ----------              ----------              ---------
Weighted average common shares
 outstanding, common share equivalents
 & other dilutive securities                    34,935,718                35,592,014              35,627,893             36,053,766
                                                ==========                ==========              ==========             ==========
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
INTELLIGENT ELECTRONICS, INC. and Subsidiaries                                                                        Exhibit 11
Fully Diluted Income Per Share Calculation                                                                           Page 2 of 2

                                                 Three months ended                                   Nine Months Ended
                               ------------------------------------------------    ------------------------------------------------
                                 October 29, 1994(1)         October 30, 1993         October 29, 1994(1)         October 30, 1993
                               ------------------------------------------------    ------------------------------------------------
                                   $        Per Share       $         Per Share         $       Per Share        $        Per Share
                               ----------   ---------   ----------    ---------    ----------   ---------    ----------   ---------
<S>                            <C>           <C>        <C>             <C>        <C>            <C>        <C>            <C>
Continuing operations          (3,020,000)   ($0.09)    10,851,000      $0.30      12,468,000     $0.35      28,366,000     $0.78
Discontinued operation                 --        --             --         --              --        --      (2,468,000)    (0.07)
Sale of BizMart                        --        --             --         --              --        --       6,298,000      0.17
                               ----------    --------   ----------     --------    ----------   ---------    ----------   ---------
Net income (loss)              (3,020,000)   ($0.09)    10,851,000      $0.30      12,468,000     $0.35      32,196,000     $0.88
                               ==========    ========   ==========     ========    ==========   =========    ==========   =========
Weighted average common shares                                           
  outstanding, common share equivalents                               
  & other dilutive securities              34,935,718                35,751,096                 35,627,893               36,468,955
                                           ==========                ==========                 ==========               ==========

Computation of Common Shares, Common Share Equivalents                  
  & Other Dilutive Securities                                                
                                                                              
                                                     Three months ended                              Nine months ended
                                     ---------------------------------------------  ------------------------------------------------
                                        October 29, 1994(1)      October 30, 1993      October 29, 1994(1)       October 30, 1993
                                     ----------------------  ---------------------  ----------------------- ------------------------
                                      End of      Weighted    End of     Weighted    End of      Weighted     End of      Weighted
                                      Period      Average     Period     Average     Period      Average      Period      Average
                                     ----------  ----------  ----------  ----------  ----------  ----------  ----------  -----------
Common shares outstanding            39,507,549  34,445,198  38,858,804  34,614,059  39,507,549  34,930,260  38,858,804  35,074,167

Common share equivalents:                                                
  Options                             3,452,475   3,348,997   2,668,070   2,680,022   3,452,475   3,197,282    2,668,070  3,264,774

   Assumed repurchased @ ending price            (2,858,477)             (1,542,985)             (2,499,649)             (1,928,829)

  Warrants                                    0           0           0           0           0           0            0     75,165
                                                                              
   Assumed repurchased @ ending price                     0                       0                       0                (16,322)
                                                 ----------              ----------              ----------             -----------
Weighted average common share equivalents           490,520               1,137,037                 697,633              1,394,788
                                                 ----------              ----------              ----------             -----------
Weighted average common shares 
  outstanding, common share equivalents 
  & other dilutive securities                    34,935,718              35,751,096              35,627,893              36,468,955
                                                 ==========              ==========              ==========              ==========
                                 
(1) For the three and nine months ended October 29, 1994, the average market price for both periods exceeded the ending market 
    price.  As such, fully diluted earnings per share was antidilutive.
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JAN-28-1995
<PERIOD-START>                             JAN-30-1994
<PERIOD-END>                               OCT-29-1994
<CASH>                                         150,173
<SECURITIES>                                    11,905
<RECEIVABLES>                                   35,340
<ALLOWANCES>                                       118
<INVENTORY>                                    462,261
<CURRENT-ASSETS>                               689,378
<PP&E>                                          33,326
<DEPRECIATION>                                  16,792
<TOTAL-ASSETS>                                 799,012
<CURRENT-LIABILITIES>                          588,961
<BONDS>                                              0
<COMMON>                                           395
                                0
                                          0
<OTHER-SE>                                     208,166
<TOTAL-LIABILITY-AND-EQUITY>                   208,561
<SALES>                                      2,386,710
<TOTAL-REVENUES>                             2,386,710
<CGS>                                        2,287,955
<TOTAL-COSTS>                                2,287,955
<OTHER-EXPENSES>                                66,529
<LOSS-PROVISION>                                   143
<INTEREST-EXPENSE>                                 848
<INCOME-PRETAX>                                 34,939
<INCOME-TAX>                                    13,618
<INCOME-CONTINUING>                             12,468
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    12,468
<EPS-PRIMARY>                                     0.35
<EPS-DILUTED>                                     0.35
        

</TABLE>


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