-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, bQcaq0DSsqCY85lqEv/gyp6i8c1PyLYVrSg4npbo7BQbos7BEmmi5vyU5qraps0r DIGi4/jfPHJcOHtO9Mq5nQ== 0000912057-94-003116.txt : 19940922 0000912057-94-003116.hdr.sgml : 19940922 ACCESSION NUMBER: 0000912057-94-003116 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940831 FILED AS OF DATE: 19940919 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARSHALL INDUSTRIES CENTRAL INDEX KEY: 0000062765 STANDARD INDUSTRIAL CLASSIFICATION: 5065 IRS NUMBER: 952048764 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-05441 FILM NUMBER: 94549574 BUSINESS ADDRESS: STREET 1: 9320 TELSTAR AVE CITY: EL MONTE STATE: CA ZIP: 91731 BUSINESS PHONE: 8183076000 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended August 31, 1994 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 1-5441 MARSHALL INDUSTRIES - - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) California 95-2048764 - - ------------------------------------------------------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9320 Telstar Avenue, El Monte, California 91731-2895 - - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number,including area code (818) 307-6000 -------------------------------------- Common Stock outstanding by class as of August 31, 1994: Common Stock 17,232,864 shares - - ------------------------------------------------------------------------------ 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 ---- ---- Total Number of Pages: 11 MARSHALL INDUSTRIES CONDENSED BALANCE SHEETS (000's Omitted) ASSETS
August 31, May 31, 1994 1994 --------- -------- Current Assets: Cash $ 2,353 $ 3,694 Receivables - net 119,035 120,489 Inventories 180,637 180,753 Deferred income tax benefits 8,325 8,325 Prepaid Expenses 731 510 --------- -------- Total Current Assets 311,081 313,771 --------- -------- Property, Plant and Equipment, net of accumulated depreciation and amortization of $41,745 at August 31, 1994 and $40,482 at May 31, 1994 42,511 43,060 Other Assets 6,662 6,828 --------- -------- Total Assets $360,254 $363,659 --------- -------- --------- -------- LIABILITIES AND SHAREHOLDERS' INVESTMENT Current Liabilities: Current portion of long-term debt $ 1,358 $ 1,358 Accounts payable and accrued expenses 74,854 80,530 Income taxes payable 5,798 2,864 --------- -------- Total Current Liabilities 82,010 84,752 --------- -------- Long-Term Debt, net of current portion: Bank lines of credit 21,000 30,000 Mortgages and other debt 4,315 4,742 --------- -------- Total Long-Term Debt 25,315 34,742 Deferred Income Tax Liabilities 5,449 5,449 Shareholders' Investment 247,480 238,716 --------- -------- Total Liabilities and Shareholders' Investment $360,254 $363,659 --------- -------- --------- --------
The accompanying notes are an integral part of these condensed balance sheets. - 2 - MARSHALL INDUSTRIES CONDENSED INCOME STATEMENTS (000's omitted except per share data)
THREE MONTHS ENDED AUGUST 31, ------------------ 1994 1993 ---- ---- Net sales $223,101 $199,807 Cost of sales 178,989 156,907 -------- -------- Gross profit 44,112 42,900 Selling, general and administrative expenses (Note 3) 28,587 29,437 -------- -------- Income from operations 15,525 13,463 Interest expense 539 611 -------- -------- Income before income taxes 14,986 12,852 Provision for income taxes (Note 4) 6,250 5,365 -------- -------- Net income $ 8,736 $ 7,487 -------- -------- -------- -------- Net income per share $ .50 $ .43 -------- -------- -------- -------- Average number of shares outstanding 17,414 17,336 -------- -------- -------- --------
The accompanying notes are an integral part of these condensed income statements - 3 - MARSHALL INDUSTRIES CONDENSED STATEMENTS OF CASH FLOWS (000's omitted)
THREE MONTHS ENDED AUGUST 31, ------------------ 1994 1993 ---- ---- Cash flows from operating activities: Net income $ 8,736 $ 7,487 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,808 2,053 Net decrease (increase) in current assets 1,349 (11,418) Net (decrease) increase in current liabilities (2,742) 2,656 Other operating activities 14 28 ------- -------- Net cash provided by operating activities 9,165 806 ------- -------- Cash flows from investing activities: Capital expenditures (714) (367) Deferred software costs (372) - ------- -------- Net cash used in investing activities (1,086) (367) ------- -------- Cash flows from financing activities: Net paydown under bank lines of credit (9,000) - Repayments of other long-term debt (427) (797) Other financing activities 7 52 ------- -------- Net cash used in financing activities (9,420) (745) ------- -------- Net decrease in cash (1,341) (306) Cash at the beginning of the period 3,694 1,583 ------- -------- Cash at the end of the period $ 2,353 $ 1,277 ------- -------- ------- -------- Cash payments during the quarter for the following: Interest $ 519 $ 696 ------- -------- ------- -------- Income taxes $ 3,338 $ 3,016 ------- -------- ------- --------
The accompanying notes are an integral part of these condensed statements. - 4 - MARSHALL INDUSTRIES NOTES TO CONDENSED FINANCIAL STATEMENTS NOTE 1: GENERAL The condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto in the Company's annual report on Form 10-K for the year ended May 31, 1994. In the opinion of the Company, the unaudited condensed financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the Company's financial position as of August 31, 1994 and the results of its operations and cash flows for the three month periods ended August 31, 1994 and 1993. All share and per share data included in these condensed financial statements have been restated to reflect the two-for-one stock split paid on February 28, 1994. - 5 - NOTE 2: ACCOUNTING POLICIES Reference is made to Note 1 of Notes to Financial Statements in the Company's annual report on Form 10-K for the summary of significant accounting policies. NOTE 3: RESTRUCTURING CHARGE As a result of a reorganization of the Company's field and corporate support functions, the Company eliminated approximately 120 positions effective August 31, 1993. To provide for the costs of this reorganization, a pre-tax charge of $890,000 was recorded in the first quarter of fiscal 1994. NOTE 4: INCOME TAXES In August, 1993 the Omnibus Budget Reconciliation Act of 1993 was enacted. As a result of the Act, a retroactive Federal tax adjustment of $163,000, or $.01 per share, was charged to income tax expense in the first quarter of fiscal 1994 for the period of January to May 1993. The tax rate increase did not have a material impact on the Company's deferred tax assets and liabilities. NOTE 5: INVESTMENT IN SONEPAR ELECTRONIQUE INTERNATIONAL As described in Note 6 to the Financial Statements in the Company's Annual Report on Form 10K for the year ended May 31, 1994, the Company entered into an agreement to invest $151 million French Francs (approximately $28 million in U.S. dollars) in Sonepar - 6 - Electronique International ("S.E.I."), the third largest electronic component distributor in Europe. To finance the investment, the Company entered into an agreement with a major United States bank for an unsecured term loan in the amount of $25 million, with principal repayment due on September 30, 1997. The definitive Agreements with S.E.I. and the bank were signed in August, 1994 and the investment and loan transactions will be completed in September, 1994. - 7 - MARSHALL INDUSTRIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONDENSED STATEMENTS OF INCOME
Three Months Ended August 31, ------------------ 1994 1993 ---- ---- Net sales 100.0% 100.0% Cost of sales 80.2 78.5 ----- ----- Gross profit 19.8 21.5 Selling, general and administrative expenses 12.8 14.7 ----- ----- Income from operations 7.0 6.8 Interest expense - net .3 .4 ----- ----- Income before provision for income taxes 6.7 6.4 Provision for income taxes 2.8 2.7 ----- ----- Net income 3.9% 3.7% ----- ----- ----- -----
THREE MONTH PERIODS ENDED AUGUST 31, 1994 AND 1993 The increase in net sales for the three months ended August 31, 1994, the first quarter of fiscal 1995, as compared to fiscal 1994, was primarily due to an increase in the sales volume of semiconductor products. The sales of such products increased by $23,914,000 for the first quarter of fiscal 1995 as compared to the same period of a year ago. The increase in the sales of semiconductor products was mainly the result of continued strong market demand for these products and the increased sales of products from suppliers added during recent years. The sales volume of the Company's other major products decreased modestly or remained relatively unchanged between periods. - 8 - The decrease in net margins for the first quarter of fiscal 1995, as compared to fiscal 1994, was due to a decline in the margins on most of the Company's major products. This decline in margins resulted from market pressures on the pricing of many of the Company's products, and an increase in the sales volume of lower margin products, such as DRAMS. Selling, general and administrative expenses ("SG & A") decreased for the first quarter of fiscal 1995 as compared to fiscal 1994. The SG & A expenses for the first quarter of fiscal 1994 included a charge of $890,000 related to the costs of eliminating approximately 120 positions. These positions were eliminated as of August 31, 1993 as a result of a reorganization of the Company's field and Corporate Support functions. This reorganization reduced the Company's SG & A expenses by approximately $1,000,000 per quarter beginning in the second quarter of 1994. This reduction in SG & A expenses for the first quarter of fiscal 1995 was offset by higher operating costs incurred to support the increase in sales volume. The decrease in interest expense for the first quarter of fiscal 1995, as compared to fiscal 1994, was due to lower borrowing levels, offset by higher interest rates in fiscal 1995. - 9 - PART II ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K No reports on Form 8-K have been filed during the quarter for which this report is filed. - 10 - 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. MARSHALL INDUSTRIES September 19, 1994 /s/ HENRY W. CHIN -------------------------------- Henry W. Chin Vice President, Finance and Chief Financial Officer - 11 - EX-27 2 EXHIBIT 27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARSHALL INDUSTRIES QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000062765 MERRILL CORPORATION 1,000 3-MOS MAY-31-1995 JUN-01-1994 AUG-31-1994 2,353 0 125,518 (6,483) 180,637 311,081 84,256 (41,745) 360,254 82,010 25,315 17,232 0 0 230,248 360,254 223,101 223,101 178,989 27,893 0 694 539 14,986 6,250 0 0 0 0 8,736 .50 0
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