-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CFcPubvLoV4jo6SbDGtdvPsTRNPI128Rqh/owcyaXyag3d+zozAQDAJZHNSAKdRB JpGTdDDQWWfIsnVRgoimmQ== 0000910484-99-000024.txt : 19990507 0000910484-99-000024.hdr.sgml : 19990507 ACCESSION NUMBER: 0000910484-99-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990506 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENTACON INC CENTRAL INDEX KEY: 0001050504 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 760531585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13931 FILM NUMBER: 99612665 BUSINESS ADDRESS: STREET 1: 10375 RICHMOND AVENUE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 7138601000 MAIL ADDRESS: STREET 1: 10375 RICHMOND AVENUE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77042 8-K 1 PENTACON, INC. FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ---------------------------- Date of Report (Date of earliest event reported): April 28, 1999 PENTACON, INC. (Exact name of registrant as specified in its charter) Delaware 001-13931 76-0531585 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 10375 Richmond Avenue, Suite 700 Houston, Texas 77042 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 860-1000 ================================================================================ ITEM 5. OTHER EVENTS On April 28, 1999, Pentacon, Inc. issued a press release announcing that its financial results for the quarter ended March 31, 1999. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and the contents of such Exhibit are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release, dated April 28, 1999. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PENTACON, INC. By: /s/ Bruce M. Taten ------------------------------ Bruce M. Taten Senior Vice President and General Counsel Date: May 6, 1999 EX-99.1 2 EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 - -------------------------------------------------------------------------------- NEWS RELEASE - -------------------------------------------------------------------------------- FOR: Pentacon, Inc. CONTACT: Brian Fontana Senior Vice President & CFO (713) 860-1000 FOR IMMEDIATE RELEASE PENTACON, INC. ANNOUNCES FIRST QUARTER EARNINGS OF $0.09 PER SHARE BEFORE NON-RECURRING CHARGE Houston, Texas, April 28, 1999 - Pentacon, Inc. (NYSE: JIT), a leading distributor of fasteners and other small parts and provider of related inventory management services, today announced results for the first quarter ended March 31, 1999. For the quarter ended March 31, 1999, Pentacon reported net income of $1.4 million (before a non-recurring aftertax charge of $1.1 million for the write-off of debt issuance costs) compared to pro forma net income of $2.1 million for the same period in the prior year. On a per share basis, Pentacon reported net income of $0.09 per share in the current quarter before the non-recurring charge of $0.07 per share compared to $0.13 per share for the same period in the prior year. Revenues for the quarter were $66.6 million, an increase of 61% over revenues of $41.3 million in the prior year. EBITDA (earnings before interest, income taxes, depreciation, amortization and write-off of debt issuance costs) of $7.5 million (11.2% margin) in the first quarter of 1999 represents a 60% increase over the $4.7 million (11.3% margin) reported in the corresponding quarter of 1998. Mark E. Baldwin, Chairman and Chief Executive Officer, commented, "Our results for the quarter exceeded our internal forecast primarily due to better than expected performance in both our aerospace and industrial groups. We continue to make progress with our integration plans and expect to complete the roll out of a common information system in our aerospace group by mid year. As a result, cost savings are still on target for the second half of the year." Mr. Baldwin continued, "We recently completed the sale of $100 million of senior subordinated notes which will provide additional capital and flexibility to support our operating strategy." This document contains forward-looking statements that are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Key factors that could cause actual results to differ materially from expectations include, but are not limited to: (1) estimates of costs or projected or anticipated changes to cost estimates relating to entering new markets or expanding in existing markets; (2) changes in economic and industry conditions; (3) changes in regulatory requirements; (4) changes in interest rates; (5) levels of borrowings under the Company's Credit Facility; (6) accumulation of excess inventories by certain customers in the aerospace industry; and (7) volume or price adjustments with respect to sales to major customers. These and other risks and assumptions are described in the Company's reports that are available from the United States Securities and Exchange Commission. Headquartered in Houston, Texas, Pentacon is a leading distributor of fasteners and other small parts and provider of related inventory management services. Pentacon presently has 32 distribution and sales facilities in the U.S., along with sales offices in Europe and Australia. For more information, visit the company's web site at www.pentacon-inc.com. (Table to follow) PENTACON, INC. UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except per share amounts)
Quarter Ended March 31, -------------------------------- 1999 1998 --------------- -------------- Revenues $ 66,550 $ 41,297 Cost of sales 44,648 27,169 ---------- Gross profit 21,902 14,128 Operating expenses 15,012 9,790 Goodwill amortization 858 374 ------------ Operating income 6,032 3,964 Write-off of debt issuance costs 2,308 - Other (income) expense, net (18) (30) Interest expense 3,192 260 ------------- Income before taxes 550 3,734 Income taxes 291 1,684 ------------ Net income $ 259 $ 2,050 =========== Net Income Per Share: Before Write-off of Debt Issuance Costs $ 0.09 $ 0.13 Basic $ 0.02 $ 0.13 Diluted $ 0.02 $ 0.13 Shares Utilized: Basic 16,668 15,530 Diluted 16,668 15,725 EBITDA(1) $ 7,456 $ 4,674
PERCENTAGE OF REVENUES Revenues 100.0% 100.0% Gross Profit 32.9% 34.2% Operating Expenses 22.5% 23.7% Goodwill Amortization 1.3% 0.9% Operating Income 9.1% 9.6% Net Income 0.4% 5.0%
Note: The pro forma financial information for the three months ended March 31, 1998 include the results of Pentacon combined with the Founding Companies as if the Founding Company acquisitions had occurred on January 1, 1998. In October 1998 the Company changed its year-end from September 30 to December 31. (1) EBITDA is earnings before interest, income taxes, depreciation, amortization and write-off of debt issuance costs. ### -----END PRIVACY-ENHANCED MESSAGE-----