RESTATED - SEE "INTRODUCTORY NOTE"
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1993 COMMISSION FILE NUMBER: 0-20730
------------------------
MICRO WAREHOUSE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------
DELAWARE 06-1192793
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
535 CONNECTICUT AVENUE, NORWALK, CONNECTICUT 06854
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
------------------------
(203) 899-4000
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $.01 per share
(TITLE OF CLASS)
------------------------
Page 1 of ____
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
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 of such
filing requirements for the past 90 days. Yes X No _.
Indicate by check mark if the disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to the Form 10-K. [X]
The aggregate market value of voting stock held by non-affiliates of the
Registrant computed by reference to the closing sales price as reported on the
Nasdaq National Market on March 14, 1994 was approximately $418,642,727.20. In
determining the market value of the voting stock held by non-affiliates, shares
of Common Stock beneficially owned by each executive officer, director and
holder of more than 10% of the outstanding shares of Common Stock have been
excluded. This determination of affiliate status is not necessarily a conclusive
determination for other purposes.
Common Stock outstanding as of March 14, 1994: 12,581,351
DOCUMENTS INCORPORATED BY REFERENCE:
Pursuant to General Instruction G(2) to this form, the information
required by Part II (Items 5, 6, 7 and 8) hereof is incorporated by reference
from the registrant's Annual Report to Stockholders for the Fiscal Year ended
December 31, 1993.
Pursuant to General Instruction G(3) to this form, the information
required by Part III (Items 10, 11, 12, and 13) hereof is incorporated by
reference from the registrant's definitive Proxy Statement for its Annual
Meeting of Stockholders scheduled to be held on June 2, 1994.
2
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
INTRODUCTORY NOTE
THE INFORMATION CONTAINED HEREIN HAS BEEN RESTATED IN FEBRUARY, 1997 TO REFLECT
ADJUSTMENTS RESULTING FROM THE DISCOVERY OF ERRORS IN THE COMPANY'S ACCOUNTING
PROCEDURES (SEE NOTE 2 OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS). IN
ADDITION, ALL SHARE AND PER SHARE INFORMATION HAS BEEN RESTATED TO REFLECT A
TWO-FOR-ONE STOCK SPLIT IN APRIL 1994 (SEE NOTE 16 OF NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS). UNLESS OTHERWISE STATED, HOWEVER, ALL OTHER INFORMATION
CONTAINED HEREIN IS AS OF DECEMBER 31, 1993 AND IS SUBJECT TO UPDATING AND
SUPPLEMENTING AS PROVIDED IN THE COMPANY'S PERIODIC REPORTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION SUBSEQUENT TO SUCH DATE.
ITEM 6
Micro Warehouse, Inc.
1993 Financial Statements
SELECTED FINANCIAL INFORMATION
For the Years Ended December 31,
(in thousands, except per share data and ratios)
<TABLE>
<CAPTION>
1993 1992 1991 1990 1989
(Restated) (Restated)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Net sales $450,385 $269,634 $163,603 $123,673 $ 52,560
Gross profit 86,749 51,415 31,450 21,932 9,183
Income from operations 22,153 2,908 5,047 2,120 41
=================================================================================================
Net income* $ 13,009 $ 5,869 $ 3,803
===========================================================================
Net income per share* $ 0.55 $ 0.33 $ 0.22
===========================================================================
Weighted average number of
shares outstanding 23,533 17,854 17,565
- ---------------------------------------------------------------------------
Selected Ratios:
Gross margin 19.3% 19.1% 19.2% 17.7% 17.5%
Operating margin (before special incentive) 4.9% 4.3% 4.4% 2.3% 0.5%
Current ratio 2.7 4.1 1.3 1.3 1.4
Balance Sheet Data (at December 31):
Working capital $ 82,129 $ 54,413 $ 6,411 $ 3,800 $ 2,656
Total assets 142,827 78,612 31,620 19,453 10,850
Long-term debt, excluding current portion -- 1,362 6,754 3,186 4,841
Stockholders' equity (deficit) $ 94,820 $ 59,548 $ 2,667 $ 2,644 $ (933)
</TABLE>
*Pro forma for 1992 and 1991.
3
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
ITEM 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The table below sets forth certain items expressed as a percent of net sales for
the three years ended December 31, 1993.
Year Ended December 31,
1993 1992 1991
(Restated) (Restated)
- ------------------------------------------------------------------------------
Net sales 100.0% 100.0% 100.0%
Cost of sales 80.7 80.9 80.8
- ------------------------------------------------------------------------------
Gross profit 19.3 19.1 19.2
- ------------------------------------------------------------------------------
Selling, general and
administrative expenses 14.4 14.7 14.8
Special incentive compensation -- 3.3 1.4
- ------------------------------------------------------------------------------
Income from operations 4.9 1.1 3.0
Interest income (expense) .1 (.5) (.4)
- ------------------------------------------------------------------------------
Income before income taxes 5.0 .6 2.6
- ------------------------------------------------------------------------------
Year Ended December 31, 1993 Compared to Year Ended December 31, 1992
Net sales increased by $180.8 million or 67% to $450.4 million up from $269.6
million in 1992. The sales increase is attributable to strong growth in the core
domestic businesses: Macintosh business was up 37% to $300.3 million and the PC
business was up 98% to $99.5 million; with continued international expansion,
international sales were up 258% to $32.6 million; and additional specialty
catalogs contributed $18.0 million.
The sales increase for the core businesses was due to increases in the active
customer base, up 25% for the Macintosh business and 78% for the PC business
coupled with increased catalog circulation in both business areas. Also
contributing to the sales increase was the 106% increase in the outbound
telemarketing programs for both Macintosh and PC.
International sales growth was attributable to a growth of 100% in the UK
operations and the start up of businesses in France and Germany. With the
establishment of operations in the new countries, the total European customer
base increased by 132% and the number of catalogs distributed grew by 165% to
1.5 million.
4
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
During 1993, the Company launched four new specialty catalogs: Data
CommWAREHOUSE, CD-Rom WAREHOUSE, Micro SuppliesWAREHOUSE and Paper
designWAREHOUSE, all of which contributed $18.0 million in sales in 1993.
Gross profit increased to 19.3% of net sales from 19.1% in 1992. The increase in
gross profit reflects the impact of higher margins in the specialty catalogs,
reduced freight costs and higher margins from international operations somewhat
offset by the increase in the PC business as a proportion of total sales which
has lower margins than the Macintosh and specialty businesses.
There was no special incentive compensation paid in 1993 compared to $8.8
million in 1992. In 1992 this item represented the value of shares of common
stock transferred to a consultant and issued to an officer of the Company in
consideration for the termination of the incentive portions of their agreements
with the Company. In order to determine the amount to be recorded as
compensation expense as of the termination date, the Company engaged an
independent appraiser to estimate the fair market value per share of its common
stock. For all other periods, this item represented amounts paid to the
consultant and co-founder under agreements which were based on profitability.
Selling, general and administrative expenses ("S,G&A") increased to $64.6
million from $39.7 million in 1992, but decreased as a percent of net sales to
14.4% from 14.7% in 1992. The decrease in S,G&A expenses as a percent was the
result of consolidating the warehouse and distribution facilities in Wilmington,
Ohio and from productivity gains attributable to the investment of over $3
million in computer equipment.
In 1993, the Company generated $.5 million in interest income as compared to
$1.3 million in interest expense in 1992. This change was due to the resources
provided by the initial public offering in December of 1992 and from the
follow-on offering in August of 1993. This is further described below in the
Liquidity and Capital Resources section.
Income before income taxes was $22.6 million or 5.0% of net sales as compared to
$1.6 million or 0.6% of net sales in 1992. The income in 1992 included a charge
of $8.8 million for special incentive compensation which was discussed above. No
similar charge occurred in 1993. Higher domestic income was partially offset by
losses in Europe which totaled $1.8 million in 1993 compared to a loss of $.2
million in 1992.
Net income increased to $13.0 million or $.55 per share from $5.9 million in
1992, on a pro forma basis, or $.33 per share.
Year Ended December 31, 1992 Compared to Year Ended December 31, 1991
Net sales increased by $106.0 million or 65% to $269.6 million for the year
ended December 31, 1992 from $163.6 million in 1991. In 1992, the Company
increased its total catalog circulation by 75% to approximately 19 million, and
as of year-end had approximately 1,012,000 customers,
5
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
up from 689,000 at December 31, 1991. The increase in average order size to $231
from $215 also contributed to the Company's sales performance.
The majority of the increase in net sales for 1992 was due to an increase of 56%
in the Company's Macintosh business which rose to $219.4 million. This increase
was primarily attributable to growth in the Company's customer base, a 56%
increase in the circulation of its MacWAREHOUSE catalog and the increase in
international sales. Sales of the Company's PC products, which are marketed
through the MicroWAREHOUSE catalog, increased by 108% to $50.2 million and
represents approximately 19% of the total business, up from 15% in the prior
year. The Company's business sales program, combining outbound telemarketing and
catalog mailings to selected corporate accounts, increased by 88% over 1991
levels and represents approximately 32% of total sales.
International sales increased to slightly over 3% of net sales amounting to $9.1
million, up from a nominal amount in 1991. During the year, the Company
increased its catalog circulation in the United Kingdom and introduced local
language catalogs in France during September and in Germany during December.
Gross profit decreased to 19.1% of net sales from 19.2% in 1991. The decrease in
gross margins was attributable to a decrease in the PC business gross margins
coupled with an increase in the PC business as a percent of total sales.
Offsetting this decrease was an increase in international sales at higher
margins and a decrease in freight out costs.
S, G & A expenses increased to $39.7 million for 1992 up from $24.2 million in
1991 and decreased to 14.7% of sales from 14.8% in 1991. This decrease, as a
percent of sales, would have been greater as productivity gains were
significantly offset by costs associated with the start up of direct marketing
operations in France and Germany. Without the European start up costs, S, G & A
expenses would have been 14.4% of net sales for the year.
Interest expense increased to $1.3 million up from $.7 million in 1991 primarily
due to higher borrowings, prior to the initial public offering, to finance the
Company's growth, offset in part by lower interest rates.
The Company has made pro forma adjustments to the historical results of
operations in order to make the presentations more meaningful. These adjustments
were to eliminate the amounts of special incentive compensation and to compute
the income taxes which would have been recorded had the Company been a C
corporation for all periods. These adjustments are more fully explained and
quantified in note 12 to the consolidated financial statements.
On a pro forma basis, net income increased to $5.9 million, or $.33 per share,
up from $3.8 million, or $.22 per share, in 1991.
6
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
Liquidity and Capital Resources
In December 1992, the Company completed an initial public offering of its common
stock at $9 per share resulting in net proceeds to the Company of $53.2 million.
With a portion of these proceeds, the Company repaid a total of $26.7 million of
indebtedness to the bank, to its stockholders and to a special consultant. At
December 31, 1992, the Company had cash and short term investments of $18.6
million. In August 1993, the Company completed a follow on offering of 2,300,000
shares at $10.50 per share. The net proceeds to the Company were $22.6 million.
As a result, the Company had no debt and $30.6 million in cash and marketable
securities at December 31, 1993. The Company intends to use its increased
liquidity to fund its working capital requirements and to expand its
international activity.
At December 31, 1993, working capital increased to $82.1 million from $54.4
million in 1992. As a result of the increased sales levels, inventories
increased by $22.4 million and accounts receivable increased by $20.5 million.
This was offset by an increase of $22.6 million in trade payables. For the year,
operating activities provided cash of $.3 million as compared to a use of cash
of $11.0 million in 1992. The Company used $2.7 million in cash for the
acquisition of the Scandinavian subsidiaries and an additional $4.8 million for
capital equipment, comprised primarily of computer systems. Although the Company
has not made any significant commitments at December 31, 1993, it expects that
it will require additional capital expenditures for computer systems and
distribution equipment to support its growth and international expansion.
The Company's primary source of financing for the next 12 months will be from
its currently available cash together with the internal generation of cash or
from its existing credit lines. At December 31, 1993, the Company had an
existing credit facility which provides for a revolving credit line of up to $15
million for working capital purposes. No amounts were borrowed under this
facility as of December 31, 1993.
The Company believes that its existing cash reserves, cash flow from operations
and existing credit facilities will be sufficient to satisfy its cash needs for
at least the next 12 months. Thereafter, the Company may require additional cash
reserves.
Impact of Inflation and Seasonality
The Company's results are subject to quarterly variations, although in the
opinion of management, these variations are not significant.
Sales growth tends to be stronger in the first and last quarters of the year
with the two middle quarters typically slower. The high growth quarters are
reflective of holiday buying as well as a customer receptiveness to prospecting.
The slower quarters are impacted by the summer months
7
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
and a slowdown in buying from schools and universities. Inflation has not had a
material effect on the operations of the Company.
Outlook
The Company anticipates continued growth in the installed base of personal
computers both in business and in the home. This growth along with the Company's
strategy to expand internationally and to identify growth market opportunities
for specialty catalogs should increase the Company's sales and earnings in the
future.
In December 1993, the Company acquired three subsidiaries in Sweden, Denmark and
Norway and established an operation in Finland. During the first quarter of
1994, the Company acquired operations in the Netherlands, Belgium and Finland.
The Company believes that the outlook is good for continued growth
internationally as well as for the introduction of additional specialty
catalogs.
8
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
ITEM 8
Responsibility for Financial Statements
We have prepared the accompanying consolidated financial statements and related
information included herein.
The management of Micro Warehouse, Inc. is responsible for the accuracy of the
financial information that is presented in this annual report. These statements
were prepared in accordance with generally accepted accounting principles and
where appropriate, we used our estimates and judgement with consideration to
materiality.
To meet management's responsibility for financial reporting, we have established
internal control systems which we believe are adequate to provide reasonable
assurance that our assets are protected from loss and that our financial
statements are free of material error.
In accordance with generally accepted auditing standards, our independent
auditors obtained a sufficient understanding of the Company's internal control
structure to plan their audit and determine the nature, timing and extent of
tests to be performed.
The Audit Committee of the Board of Directors meets with management and our
independent auditors to review accounting, auditing and financial matters. Our
Audit Committee is composed of only outside directors. This committee and the
independent auditors have free access to each other with or without management
being present.
___________________________________
Linwood A. Lacy, Jr.
President, Chief Executive Officer,
Acting Chief Financial Officer and
Acting Chief Accounting Officer
9
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
Independent Auditors' Report
The Board of Directors and Stockholders of
Micro Warehouse, Inc.:
We have audited the accompanying consolidated balance sheets of Micro Warehouse,
Inc. as of December 31, 1993 and 1992 and the related consolidated statements of
income, stockholders' equity, and cash flows for each of the years in the three
year period ended December 31, 1993 (years 1993 and 1992 restated - see note 2).
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Micro Warehouse,
Inc. as of December 31, 1993 and 1992, and the results of its operations and its
cash flows for each of the years in the three year period ended December 31,
1993, in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Stamford, CT
January 31, 1997
10
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
Consolidated Balance Sheets
December 31, 1993 and 1992
(in thousands)
1993 1992
(Restated) (Restated)
- -------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 2,424 $15,613
Marketable securities 28,185 3,006
Accounts receivable, net of allowance for
doubtful accounts ($1,853 and $1,099 at
December 31, 1993 and 1992, respectively) 44,099 23,568
Inventories 45,038 22,611
Prepaid expenses and other current assets 6,433 3,963
Due from stockholders 804 804
Due from affiliates, net 385 538
Tax refund 857 --
Deferred taxes (note 10) 1,911 2,012
- -------------------------------------------------------------------------------
Total current assets 130,136 72,115
- -------------------------------------------------------------------------------
Property, plant and equipment, net (note 3) 9,312 6,014
Deposits and intangible assets, net (note 5) 3,379 483
- -------------------------------------------------------------------------------
Total assets $142,827 $78,612
===============================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade $ 34,117 $11,521
Accrued expenses (note 6) 10,334 2,957
Deferred revenue 3,556 2,415
Equipment obligations (note 4) -- 809
- -------------------------------------------------------------------------------
Total current liabilities 48,007 17,702
Equipment obligations (note 4) -- 1,362
- -------------------------------------------------------------------------------
Total liabilities 48,007 19,064
- -------------------------------------------------------------------------------
Commitments (note 8)
Stockholders' equity (note 7):
Preferred stock, $.01 par value:
Authorized - 100 shares; none issued - -- --
Common stock, $.01 par value:
Authorized - 50,000 shares; issued and
outstanding; 24,862 and 22,556 shares at
December 31, 1993 and 1992, respectively 249 226
Additional paid-in capital 78,485 56,210
Retained earnings 16,382 3,373
Cumulative translation adjustment (296) (261)
- -------------------------------------------------------------------------------
Total stockholders' equity 94,820 59,548
- -------------------------------------------------------------------------------
Total liabilities and stockholders' equity $142,827 $78,612
===============================================================================
See accompanying notes to consolidated financial statements.
11
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
Consolidated Statements of Income
Years Ended December 31, 1993, 1992 and 1991
(in thousands, except per share data)
1993 1992 1991
(Restated) (Restated)
- -------------------------------------------------------------------------------
Net sales $450,385 $269,634 $163,603
Costs of goods sold 363,636 218,219 132,153
- -------------------------------------------------------------------------------
Gross profit 86,749 51,415 31,450
Selling, general and administrative expenses 64,596 39,732 24,174
Special incentive compensation (note 9) -- 8,775 2,229
- -------------------------------------------------------------------------------
Income from operations before interest
and income taxes 22,153 2,908 5,047
Interest income (expense) 456 (1,264) (722)
- -------------------------------------------------------------------------------
Income before income taxes 22,609 1,644 4,325
Income taxes (note 10) 9,600 (1,512) 68
- -------------------------------------------------------------------------------
Net income $ 13,009 $ 3,156 $ 4,257
===============================================================================
Pro forma data (unaudited) (note 12):
Historical income before income taxes as above $ 1,644 $ 4,325
Pro forma adjustment for
special incentive compensation 8,775 2,229
- -------------------------------------------------------------------------------
Pro forma income before income taxes 10,419 6,554
- -------------------------------------------------------------------------------
Provision for income taxes:
Historical 1,512 (68)
Pro forma-incremental to historical taxes (6,062) (2,683)
- -------------------------------------------------------------------------------
Total taxes (4,550) (2,751)
- -------------------------------------------------------------------------------
Net income $ 5,869 $ 3,803
===============================================================================
Net income per share $ 0.55 $ 0.33 $ 0.22
===============================================================================
Weighted average number of shares outstanding 23,533 17,854 17,565
===============================================================================
See accompanying notes to consolidated financial statements.
12
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
Consolidated Statements of Stockholders' Equity
December 31, 1993, 1992 and 1991
(in thousands)
<TABLE>
<CAPTION>
Additional Cumulative
Common Stock Paid-in Retained Translation
Shares Amount Capital Earnings Adjustment Total
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1990 15,600 $ 156 $ 2,026 $ 462 $ -- $ 2,644
Net income -- -- -- 4,257 -- 4,257
Distribution of S corporation earnings -- -- -- (4,234) -- (4,234)
- ----------------------------------------------------------------------------------------------------------
Balance at December 31, 1991 15,600 156 2,026 485 -- 2,667
Cumulative UK deficit at
December 31, 1991 -- -- -- (296) -- (296)
Value of common stock issued as
incentive compensation 400 4 8,771 -- -- 8,775
Distribution of S corporation earnings
and paid-in capital -- -- (2,181) (5,883) -- (8,064)
Transfer to additional paid-in capital of
cumulative losses through date of
Subchapter S revocation -- -- (5,911) 5,911 -- --
Common stock offering (note 7) 6,556 66 53,505 -- -- 53,571
Net income -- -- -- 3,156 -- 3,156
Foreign currency translation adjustment -- -- -- -- (261) (261)
- ----------------------------------------------------------------------------------------------------------
Balance at December 31, 1992 (Restated) 22,556 226 56,210 3,373 (261) 59,548
Common stock offering (note 7) 2,300 23 22,216 -- -- 22,239
Common stock issued pursuant to stock
options exercised (note 7) 6 -- 59 -- -- 59
Net income -- -- -- 13,009 -- 13,009
Foreign currency translation adjustment -- -- -- -- (35) (35)
- ----------------------------------------------------------------------------------------------------------
Balance at December 31, 1993 (Restated) 24,862 $ 249 $ 78,485 $ 16,382 $ (296) $ 94,820
==========================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
13
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
Consolidated Statements of Cash Flows
Representing Increases (Decreases) in Cash and Cash Equivalents
Years Ended December 31, 1993, 1992 and 1991
(in thousands)
<TABLE>
<CAPTION>
1993 1992 1991
(Restated) (Restated)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 13,009 $ 3,156 $ 4,257
- ---------------------------------------------------------------------------------------------------
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization 2,528 1,941 1,120
Accrued interest included in loans
payable to consultant and stockholders -- -- 108
Value of common stock issued as compensation expense -- 8,775 --
Accrued consulting fee included in loan payable to consultant -- -- 2,128
Deferred taxes 101 (2,012) --
Changes in assets and liabilities:
Accounts receivable, net (20,531) (11,879) (3,631)
Inventories (22,427) (9,651) (5,367)
Prepaid expenses and other current assets (1,958) (2,088) (625)
Due from affiliates 153 (174) (184)
Tax refund (857) -- --
Deposits and intangible assets (815) (475) 5
Accounts payable - trade 22,596 (1,635) 4,999
Accrued expenses 7,377 2,356 (699)
Deferred income 1,141 656 1,260
- ---------------------------------------------------------------------------------------------------
Total adjustments (12,692) (14,186) (886)
- ---------------------------------------------------------------------------------------------------
Net cash provided (used) by operating activities 317 (11,030) 3,371
- ---------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchase of marketable securities, net (25,179) (3,006) --
Purchase of Scandinavian entities, represented by:
Goodwill (2,200) -- --
Other current assets (512) -- --
Acquisition of property, plant and equipment (4,831) (3,600) (1,397)
- ---------------------------------------------------------------------------------------------------
Net cash (used) by investing activities (32,722) (6,606) (1,397)
- ---------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Distribution of S corporation earnings -- -- (4,234)
Net line of credit borrowings (repayments) -- (4,707) 1,252
Net proceeds from issuance of common stock 22,298 53,571 --
Borrowings from (payments to) stockholders -- (13,248) 3,065
Payments of loan payable, consultant -- (3,298) (250)
Principal payments of obligations under capital leases (3,047) (530) (427)
- ---------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities 19,251 31,788 (594)
- ---------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash (35) (261) --
- ---------------------------------------------------------------------------------------------------
Net change in cash (13,189) 13,891 1,380
Cash and cash equivalents:
Beginning of period 15,613 1,722 342
- ---------------------------------------------------------------------------------------------------
End of period $ 2,424 $ 15,613 $ 1,722
===================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements
14
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
Micro Warehouse, Inc.
Notes to the Consolidated Financial Statements
December 31, 1993 and 1992
(1) Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the Company and all subsidiaries.
All significant intercompany accounts and transactions are eliminated in
consolidation.
Cash Equivalents
All repurchase agreements and highly liquid investments with initial maturities
of three months or less are considered cash equivalents.
Marketable Securities
Marketable securities consist primarily of highly liquid tax exempt mutual funds
with maturities of less than one year. Dividend income is accrued as earned. The
investments are carried at cost which approximates the market value at December
31, 1993 and 1992.
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," which applies to the Company's
portfolio of "marketable securities," is effective for fiscal years beginning
after December 15, 1993. Initial adoption is required to be reflected
prospectively, and is not expected to have a material effect on the Company's
financial statements.
Inventories
Inventories (all finished goods) consist of software packages and peripheral
equipment, and are stated at cost (determined under the first-in, first-out cost
method) or market, whichever is lower.
Prepaid Catalog Costs and Deferred Revenue
The Company produces and distributes catalogs monthly, the costs of which are
deferred and charged to expense over the period that each catalog remains the
most current selling vehicle (generally one to three months). Vendors have the
ability to place advertisements in the catalogs for which the Company receives
advertising allowances and incentives. These revenues are recognized on the same
basis as the catalog costs.
Property, Plant and Equipment
Property, plant and equipment (including equipment acquired under capital
leases) are stated at cost and are depreciated using accelerated and
straight-line methods over the estimated useful lives of the assets, as follows:
Computer equipment 5 years
Furniture and fixtures 7 years
Leasehold improvements Life of lease - 7 years
Machinery and equipment 5 years
15
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
Intangible Assets
Intangible assets are stated at cost and are amortized using the straight-line
method over the estimated useful lives of the assets, as follows:
Trademarks 5 years
Goodwill 40 years
Income Taxes
Through June 29, 1992, the Company elected to be taxed as an S corporation for
federal (and certain states) income tax reporting purposes. Under this election,
the individual stockholders were deemed to have received a pro rata distribution
of the federal (or state) taxable income of the Company (whether or not an
actual cash distribution was made), which is included on their personal tax
returns. Accordingly, there was no federal income tax provision for the periods
prior to June 30, 1992. The provisions for income taxes prior to June 30, 1992
are for state income taxes payable to states which do not recognize S
corporation status.
Effective June 30, 1992, the Company revoked its S corporation election and
adopted Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" (SFAS 109) to determine the impact of the deferred taxes as a
result of the C corporation assuming the tax position of the (terminated) S
corporation (see note 10). SFAS 109 requires that deferred income taxes be
recognized for the tax consequences of "temporary differences" by applying
enacted statutory tax rates applicable to future years to differences between
the financial statement carrying amounts and the tax basis of existing assets
and liabilities.
Revenue Recognition
Revenue on product sales is recognized at the time of shipment. A reserve for
product returns is established based upon historical trends.
Net Income Per Share
Net income per share is usually based on the weighted average number of common
and common equivalent shares outstanding during each period, after retroactive
adjustment for stock splits. However, pursuant to certain rules of the
Securities and Exchange Commission, for periods prior to an initial public
offering of common stock (IPO), the calculation also includes (i) shares of
common stock issued within one year of the IPO and (ii) where repayment of
indebtedness to stockholders incurred as a result of S corporation distributions
is made from proceeds from the IPO, the number of shares required to be sold in
the offering to generate the proceeds for the repayment. Following is an
analysis of the components of the shares used to compute net income per share:
1993 1992 1991
---- ---- ----
Shares outstanding as of December 31, 1990 15,600,000 15,600,000 15,600,000
Shares issued within one year of the IPO 400,000 400,000 400,000
Required number of shares to be sold (at
the IPO price of $9 a share) in the IPO
to generate proceeds for repayments of
indebtedness to S corporation shareholders
and a consultant -- 1,474,958 1,565,000
Weighted average shares outstanding related
to the IPO 6,555,000 377,136 --
Weighted average shares outstanding related
to the secondary offering 845,480 -- --
Incremental shares related to stock options 132,260 1,738 --
---------- ---------- ----------
23,532,740 17,853,832 17,565,000
========== ========== ==========
16
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
Foreign Currency Translation
Assets and liabilities of Micro Warehouse International, Inc. are translated
into U.S. dollars at the exchange rate in effect at the balance sheet date and
revenue and expenses are translated at average rates in effect during the
period. The resultant translation adjustment is reflected as a separate
component of stockholders' equity on the balance sheet.
Unaudited Pro Forma and Condensed Quarterly Data
In the opinion of management, the unaudited pro forma and condensed quarterly
financial data in note 13 reflect all adjustments (consisting of recurring
accruals and pro forma adjustments described in note 12) which are necessary to
a fair statement of the results of operations for the periods presented.
(2) Restatement of Prior Period Results
The Company has restated previously issued financial results for each of the
quarters and for the full years ended December 31, 1993 and 1992. The restated
financial results reflect errors in its accounting procedures primarily related
to accrued inventory liabilities and trade payables. The following summarizes
the impact of the restatement (in thousands).
1993 1992
---- ----
Costs of goods sold
As previously reported $361,481 $217,078
As restated 363,636 218,219
Gross profit
As previously reported $88,904 $52,556
As restated 86,749 51,415
Selling, general and administrative expenses
As previously reported $63,407 $39,021
As restated 64,596 39,732
Income from operations
As previously reported $25,497 $4,760
As restated 22,153 2,908
Net income*
As previously reported $14,999 $6,945
As restated 13,009 5,869
Net income per share*
As previously reported $0.64 $0.39
As restated 0.55 0.33
Accounts payable - trade
As previously reported $28,921 $9,669
As restated 34,117 11,521
Retained earnings
As previously reported $18,670 $3,671
As restated 16,382 3,373
*Pro forma for 1992
17
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
(3) Property, Plant and Equipment
Property, plant and equipment consists of (in thousands):
1993 1992
---- ----
Computer equipment $10,856 $7,445
Furniture and fixtures 1,416 832
Leasehold improvements 1,525 651
Machinery and equipment 1,890 1,052
---------------------
15,687 9,980
Less accumulated depreciation and amortization 6,375 3,966
---------------------
$ 9,312 $6,014
=====================
(4) Borrowing Arrangements
Line of Credit
At December 31, 1993, the Company had a $15,000,000 unused line of credit. The
line of credit provides for unsecured borrowing with interest at the bank's
prime rate or LIBOR plus 1.5%.
Equipment Obligations
In 1992, the Company was obligated under notes for computer equipment expiring
in various years through 1996 with interest at various rates ranging from 7% -
14% a year. These obligations were paid in full during 1993.
(5) Deposits and Intangible Assets
Amounts consist of (in thousands):
1993 1992
-------------------
Deposits $ 483 $ 186
Trademarks 862 344
Goodwill 2,200 -
--------------------
3,545 530
Less: amortization (166) (47)
--------------------
$3,379 $ 483
====================
(6) Accrued Expenses
Accrued expenses at December 31, 1993 includes approximately $2,900,000 of
accrued catalog costs.
(7) Stockholders' Equity
Reorganization and Recapitalization
On October 2, 1992, the Company was reorganized in Delaware by merger into Micro
Warehouse, Inc., a newly formed Delaware corporation, in which 50,000,000 shares
of common stock and 100,000 shares of preferred stock were authorized. The 400
shares of common stock of the Company outstanding prior to the merger were
converted into 16,000,000 shares of common stock in the newly formed Delaware
corporation. The accompanying financial statements have been retroactively
adjusted to give effect to this transaction.
18
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
Initial and Follow-On Public Offerings
In December 1992 the Company issued 6,555,000 shares of common stock, which
included 855,000 shares issued pursuant to the underwriters over-allotment
option, at $9.00 a share in an IPO. The proceeds to the Company were $53,249,000
net of the underwriting discount of $4,130,000 and other direct expenses of
$1,616,000, including $322,000 recorded in 1993. In August 1993, the Company
issued 2,300,000 shares of common stock, which included 300,000 shares issued
pursuant to the underwriters over-allotment option, at $10.50 per share in a
follow-on offering. The proceeds to the Company were $22,562,000 net of the
underwriting discount of $1,207,000 and other direct expenses of $381,000.
1992 Stock Option Plan
On October 1, 1992, the Board of Directors and stockholders of the Company
approved the 1992 Stock Option Plan (the 1992 Plan), which provides for the
grant of stock options to officers, directors and key employees of, and
consultants to, the Company and its subsidiaries. Under the 1992 Plan, the
Company may grant options that are intended to qualify as incentive stock
options ("Incentive Stock Options") within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code"), or options not intended
to qualify as Incentive Stock Options ("Nonstatutory Stock Options"). A total of
1,000,000 shares of common stock have been reserved for issuance upon the
exercise of options granted under the 1992 Plan.
The 1992 Plan is administered by the Compensation and Stock Option Committee of
the Board of Directors. Subject to the provisions of the 1992 Plan, the
Committee has the authority to select the employees, directors and consultants
to whom options are granted and determine the terms of each option, including
(i) the number of shares of common stock covered by the option, (ii) when the
option becomes exercisable, (iii) the option exercise price, which must be at
least 100%, with respect to Incentive Stock Options, and at least 85%, with
respect to Nonstatutory Stock Options, of the fair market value of the common
stock as of the date of grant, and (iv) the duration of the option (which may
not exceed ten years). All options are nontransferable other than by will or the
laws of descent and distribution. Additionally, the three principal stockholders
have agreed not to receive options under the 1992 Plan.
Following is the activity under the 1992 Plan:
Number of Shares
-----------------
1993 1992
---- ----
Shares:
Outstanding at January 1 119,950 0
Granted at $9.00 to $15.94 a share 733,300 119,950
Exercised at $9.00 to $9.78 a share 6,184 0
Canceled or expired at $9.00 a share 4,666 0
--------------------
Outstanding, December 31 at $9.00 to $15.94 a share 842,400 119,950
--------------------
Exercisable, December 31 at $9.00 a share 30,976 0
====================
Available for grant, December 31 151,416 880,050
====================
(8) Commitments (Including Those with Related Parties)
Leases
The Company rents some of its office facilities and, prior to June 30, 1992,
received office and administrative services from affiliates.
19
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
The Company also occupies office and warehouse space under various operating
leases with independent parties which provide for minimum annual rentals and
escalations based on increases in real estate taxes and other operating
expenses.
Minimum annual rentals at December 31, 1993 were as follows (in thousands):
Related
Total Party
----- -----
1994 $1,268 $312
1995 1,065 312
1996 910 312
1997 590 312
1998 227 --
1999 and after 35 --
--------------------------------------------------------------
Total $4,095 $1,248
==============================================================
Rent expense was as follows (in thousands):
Rent Expense Administrative
--------------------- Services Total
Total Related Party Related Party Related Party
- -------------------------------------------------------------------------------
Year Ended December 31,
1993 $1,357 $ 312 $ 0 $ 312
1992 $ 869 $ 190 $ 147 $ 337
1991 $ 343 $ 114 $ 548 $ 662
The Company has an agreement with a consultant through December 1996 for an
annual fee of $100,000.
401(k) Savings Plan
Effective July 1, 1992, the Company adopted a 401(k) Savings Plan which covers
substantially all full-time employees who meet the plan's eligibility
requirements. Participants may make tax deferred contributions of up to 10% of
annual compensation (subject to other limitations specified by the Internal
Revenue Code) and the Company will make a 25% matching contribution for amounts
which do not exceed 6% of participant's annual compensation. The Company may
also make discretionary profit sharing contributions to the Plan. During 1993,
the Company incurred approximately $180,000 of expense related to the 401(k)
matching component of this plan.
(9) Special Incentive Compensation
Effective January 1, 1989, the Company entered into an agreement for marketing
services with a consultant which required (in addition to a fixed annual fee) a
special incentive payment equal to one-third of the Company's profits before
taxes. The agreement had no specific term.
An employment agreement with an executive officer entered into in August 1991
required the Company to accrue as additional incentive compensation the vested
value of phantom stock up to a maximum of 2.5% of the common shares outstanding
based on a formula.
As of January 1, 1992, the foregoing incentive arrangements were terminated. As
of that date, the consultant received an irrevocable right to receive a 30%
interest in the Company through a transfer of shares by the existing
stockholders and the executive officer received a 2.5% equity interest through
the issuance of previously unissued shares of common stock. In order to
determine the amount to be recorded as compensation expense as of the
20
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
termination date, the Company engaged an independent appraiser to estimate the
fair market value per share of its common stock.
(10) Income Taxes
Termination of S Corporation Status
As a result of the Company terminating its S corporation status on June 30,
1992, the C corporation assumed the tax bases of the assets and liabilities of
the (terminated) S corporation. As described in note 1, the Company adopted SFAS
109 in order to determine the impact of this event on the consolidated balance
sheet as of that date.
Based on (a) historical record of pro forma earnings, (b) the unusual nature and
amount of additional incentive compensation and (c) estimates of taxable income
expected for the years ended December 31, 1992 and 1993, management determined
that no valuation allowance was required to be established against the initial
deferred tax asset of $4,047,000 that was recorded at June 30, 1992. Components
of this net deferred tax asset, as of the date indicated, based on an effective
tax rate of 42%, relate to (in thousands):
Initial
December 31, June 30,
1993 1992 1992
(Restated)
---------------------------
Deferred tax assets:
Value of additional incentive compensation $ _ $ 866 $ 3,402
Valuation reserves:
Accounts receivable 651 451 446
Inventory 280 178 113
Refunds payable 182 158 --
Medical insurance 249 -- --
Required capitalization of
additional cost into inventory
for tax reporting purposes 273 283 68
Other 401 76 18
Foreign tax loss carryforwards 1,174 298 --
Valuation allowance for loss carryforwards (1,174) (298) --
---------------------------
Total deferred tax asset 2,036 2,012 4,047
---------------------------
Deferred tax liability:
Property, plant and equipment (125) -- --
---------------------------
Net deferred tax asset $ 1,911 $ 2,012 $ 4,047
===========================
Provision for Income Taxes
The provision for income taxes expense for the years ended December 31, 1993 and
1992 were as follows (in thousands):
December 31, 1993 December 31, 1992
(Restated) (Restated)
- -------------------------------------------------------------------------------
Current Deferred Total Current Deferred Total
- -------------------------------------------------------------------------------
Federal $7,657 $133 $7,790 $ -- $(1,439) $(1,439)
State 1,677 29 1,706 500 (573) (73)
Foreign 165 (61) 104 -- -- --
- -------------------------------------------------------------------------------
Total $ 9,499 $101 $9,600 $500 $(2,012) $(1,512)
===============================================================================
21
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
The 1992 provision is a combination of taxes for the six months then ended
(period for which the Company was a C corporation) and the full year (State
taxes where S corporation status is not recognized).
The difference between a provision for taxes at the federal statutory rate and
the financial statement provision for taxes (effective rates of 42.5% in 1993
(Restated), 43.7% in 1992 (Restated) and 42.0% in 1991) was substantially all
due to state income taxes net of a federal tax benefit. The 1992 and 1991
effective rates are on a pro forma basis.
(11) Supplemental Disclosures of Cash Flow Information
1993 1992 1991
-------------------------
(in thousands)
Cash paid during the year for:
Interest $ 122 $ 1,276 $ 673
Income taxes 10,252 258 287
Noncash investing and financing activities:
Equipment acquired under capital lease
obligations 876 1,649 709
(12) Pro Forma Adjustments (Unaudited)
The following pro forma adjustments have been made to the historical results of
operations to make the presentations more meaningful in relation to future
periods:
(a) Elimination of amounts of special incentive compensation - see note 9. The
amounts for the year ended December 31, 1991 represent the incentive portion of
a consultant's contract which was eliminated effective January 1, 1992. The
amount in the year ended December 31, 1992 represents the value of common stock
transferred to the consultant (by the existing stockholders) and issued to an
employee (by the Company) to terminate the incentive portion (based on income
before taxes) of their respective agreements. The value was based on an
independent appraisal of the Company's common stock at January 1, 1992.
(b) Computation of income taxes which would have been recorded had the Company
been a C corporation for all periods and after eliminating the compensation in
(a).
The combined historical and pro forma provisions for income tax expense were as
follows (in thousands):
Federal State
------- -----
Current Deferred Current Deferred Total
------- -------- ------- -------- -----
1992 (Restated):
Historical $ -- $(1,439) $ 500 $ (573) $(1,512)
Pro forma adjustment 3,415 1,271 870 506 6,062
-------
$ 4,550
=======
1991:
Historical $ -- $ -- $ 68 $ -- $ 68
Pro forma adjustment 2,195 (231) 812 (93) 2,683
-------
$ 2,751
=======
22
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
(13) Quarterly Financial Data (Unaudited)
Selected quarterly financial data for the years ended December 31, 1993, 1992
and 1991:
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
(in thousands, except per share amounts)
1993 (Restated):
Net sales $ 98,783 $101,527 $109,415 $140,660
Gross profit 19,039 19,936 21,251 26,523
Net income 2,093 2,820 3,419 4,677
Net income per share $ 0.09 $ 0.12 $ 0.14 $ 0.19
Weighted average number
of shares outstanding 22,624 22,626 23,692 25,190
1992 (Restated):
Net sales $ 58,113 $ 61,592 $ 66,917 $ 83,012
Gross profit 10,883 11,432 12,064 17,036
Pro forma net income 1,440 1,261 1,275 1,893
Pro forma net income per share $ 0.08 $ 0.07 $ 0.07 $ 0.10
Weighted average number
of shares outstanding 17,565 17,565 17,565 18,710
1991:
Net sales $ 36,882 $ 38,310 $ 40,713 $ 47,698
Gross profit 6,587 7,536 7,958 9,369
Pro forma net income 609 703 1,152 1,339
Pro forma net income per share $ 0.03 $ 0.04 $ 0.07 $ 0.08
Weighted average number
of shares outstanding 17,565 17,565 17,565 17,565
The four quarterly amounts of net income per share in 1993 and 1992 do not equal
amounts for the year due to rounding.
(14) Acquisition of Foreign Operations
On December 1, 1993, the Company acquired through newly-formed foreign
subsidiaries, businesses with operations in Denmark, Norway and Sweden. The
purchase price included approximately $2,700,000 in cash and up to 200,000
common shares, contingent upon the businesses achieving sales and earnings goals
in 1994 and 1995. The purchase price consisted of $2,200,000 in goodwill and
approximately $500,000 million in other current assets.
In an effort to synchronize its global operational and strategic objectives, the
Company waived the contingencies in January 1994 and issued the full amount of
the aforementioned common shares (which are restricted as to sale). The value of
these shares will be added to goodwill in 1994.
(15) Operations by Geographic Areas
The Company operates primarily in one industry segment, the distribution of
computer software, supplies and accessories. Information about the Company's
operations in different geographic areas for the years ended December 31, 1993
and 1992 are presented below (in thousands). European operations in 1991 were
nominal.
23
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
1993 United States Consolidated
(Restated) Europe (Restated)
---------- ------ ----------
Net operating revenues............... $417,804 $ 32,581 $450,385
Income (loss) from operations........ 23,955 (1,802) 22,153
Identifiable operating assets........ 128,086 14,741 142,827
1992 United States Consolidated
(Restated) Europe (Restated)
---------- ------ ----------
Net operating revenues............... $260,488 $ 9,146 $269,634
Income (loss) from operations........ 3,061 (153) 2,908
Identifiable operating assets........ 74,627 3,985 78,612
(16) Subsequent Events
Stock Split
All share and per share data included herein have been adjusted for the effects
of a two-for-one stock split which occurred in April 1994.
Offerings of Common Stock
During 1994 and 1995, the Company sold 5,300,000 shares of common stock in three
follow-on public offerings which yielded net proceeds of $152,904,000. Funds
were used for acquisitions (see Acquisitions below) and working capital.
Acquisitions
During 1994, 1995 and 1996 the Company acquired 18 businesses (15 foreign; 3
domestic) in transactions accounted for as purchases. The aggregate purchase
price was $79,110,000, of which $70,428,500 was paid in cash and the balance
represented the fair value of 361,000 shares of common stock issued to the
former owners. Aggregate goodwill was $64,505,000. In 1996, the Company wrote
off all the remaining goodwill ($6,000,000) related to those Macintosh-only
businesses acquired.
On January 25, 1996, the Company acquired Inmac Corp. through an exchange of
3,033,682 of its shares for all of Inmac's 10,816,836 shares in a transaction
accounted for as a pooling of interests. In connection therewith, the Company
recorded (i) $21,200,000 of restructuring charges, primarily for personnel and
facilities matters; (ii) $6,113,000 for merger costs; and (iii) an extraordinary
charge of $1,600,000 (net of tax benefit of $1,100,000) related to a mandatory
prepayment to extinguish certain Inmac indebtedness.
Under pooling of interest accounting, all of the Company's consolidated
financial statements as of and for periods prior to the acquisition of Inmac
are generally required to be restated as though the merger took place at the
beginning of the earliest period presented. Since the nature of this amendment
of the Company's Form 10-K relates to historical information, the consolidated
financial statements included herein have not been restated for the Inmac
acquisition.
(d) Legal Proceedings
During October, November and December 1996, the Company and certain of its
directors and officers were named as defendants in eleven lawsuits brought in
the United States District Court for the District of Connecticut by parties
which seek to represent classes of stockholders who purchased shares of the
Company's common stock during different periods between January 1994 and
September 1996, or exchanged shares in a merger transaction completed in January
1996. These lawsuits advance claims under various provisions of the federal
securities laws and the common law and assert that various misleading
disclosures were made concerning the Company's financial performance and
condition and other related circumstances during the periods described and seek
unspecified
24
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
monetary damages and, in certain instances, rescission. The lawsuits
followed and are predicated upon the Company's announcements in September and
October 1996 that it intended to restate certain prior financial statements. The
matters are all at an initial stage. Neither the Company nor the other
defendants have responded to any of them.
In December 1996 and January 1997, the Company and certain of its directors and
officers were named as defendants in two largely identical lawsuits brought in
the Superior Court of Santa Clara County, San Jose, California. The lawsuits
arise out of the stock merger between the Company and Inmac Corp. on January
25, 1996. The claims and defendants are generally similar to those being
asserted in the various class actions described above. Neither the Company nor
the other defendants have responded to either of them.
In November 1996, a shareholder derivative action was filed in the United States
District Court for the District of Connecticut, purportedly on behalf of, and
for recovery by, the Company, which is named as a nominal defendant. The
complaint charges certain directors and officers with violation of fiduciary
duties in selling Company stock while in possession of non-public information
and in causing or permitting the exposure of the Company to damage, such as
through the class litigation described above, attributable to the same
circumstances that are the subject of the class litigation. The Company and
individual defendants have filed a Motion to Dismiss the Complaint which is
pending before the Court.
The plaintiffs in these lawsuits seek unspecified compensatory damages, other
relief, legal fees and litigation costs. The Company is unable to predict the
outcome or the potential financial impact of this litigation, and, accordingly,
has made no provision therefor in the consolidated financial statements.
In addition, the staff of the Securities and Exchange Commission is conducting
an informal inquiry into the events that underlie the Company's announced
intention to restate certain prior period financial statements. The Company is
cooperating with the staff in its investigation.
25
<PAGE>
RESTATED - SEE "INTRODUCTORY NOTE"
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MICRO WAREHOUSE, INC.
By /s/ Linwood A. Lacy, Jr.
-------------------------------------
Linwood A. Lacy, Jr.
President, Chief Executive Officer,
Acting Chief Financial Officer and
Acting Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report on Form 10-K/A for the year ended December 31, 1993 has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/S/ Peter Godfrey Chairman of the Board February 6, 1997
- --------------------------
Peter Godfrey
/s/ Linwood A. Lacy, Jr. President, Chief Executive Officer, February 6, 1997
- -------------------------- Acting Chief Financial Officer,
Linwood A. Lacy, Jr. Acting Chief Accounting Officer
and Director
(Principal Executive Officer and
Principal Financial Officer)
/s/ Felix Dennis Director February 6, 1997
- --------------------------
Felix Dennis
/s/ Frederick H. Fruitman Director February 6, 1997
- --------------------------
Frederick H. Fruitman
/s/ Melvin R. Seiler Executive Vice President, Chief February 6, 1997
- -------------------------- Operating Officer and Director
Melvin R. Seiler
/s/ Joseph M. Walsh Director February 6, 1997
- --------------------------
Joseph M. Walsh
26
