-----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, SBe0qjEAB5pfFlIeOeGEkYYAloefT/GaVmCdo5T7F9VacTy+o1LCBhDbh1LdTqYd i1TrU4ECacKMJza4s8G64Q== 0001157523-10-004338.txt : 20100728 0001157523-10-004338.hdr.sgml : 20100728 20100728080607 ACCESSION NUMBER: 0001157523-10-004338 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100728 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100728 DATE AS OF CHANGE: 20100728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARROW ELECTRONICS INC CENTRAL INDEX KEY: 0000007536 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 111806155 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04482 FILM NUMBER: 10972941 BUSINESS ADDRESS: STREET 1: 25 HUB DR CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5163911300 MAIL ADDRESS: STREET 1: 50 MARCUS DR CITY: MELVILLE STATE: NY ZIP: 11747 8-K 1 a6374865.htm ARROW ELECTRONICS, INC. 8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 28, 2010


ARROW ELECTRONICS, INC.

(Exact Name of Registrant as Specified in Charter)

NEW YORK

1-4482

11-1806155

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


50 MARCUS DRIVE, MELVILLE, NEW YORK  11747
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (631) 847-2000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 28, 2010, the Registrant issued a press release announcing its second quarter 2010 earnings.  A copy of the press release is attached hereto as an Exhibit (99.1).

The information in this Current Report on Form 8-K and the Exhibit attached hereto is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)   EXHIBITS
99.1 press release dated July 28, 2010.

SIGNATURES

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

 

ARROW ELECTRONICS, INC.

 

 
Date:

July 28, 2010

By:

/s/ Peter S. Brown

 

Name:

Peter S. Brown

 

Title:

Senior Vice President

EXHIBIT INDEX

Exhibit

 

Description

 

99.1

Press release issued by Arrow Electronics, Inc., dated July 28, 2010.

EX-99.1 2 a6374865ex991.htm EXHIBIT 99.1

Exhibit 99.1

Arrow Electronics Achieves Record Second Quarter Revenues and Earnings Per Share

-- Non-GAAP Earnings Per Share of $1.01 Exceed Street Expectations by 25%--

-- Repurchase Authorization Increased by Additional $100 Million --

MELVILLE, N.Y.--(BUSINESS WIRE)--July 28, 2010--Arrow Electronics, Inc. (NYSE:ARW) today reported second quarter 2010 net income of $116.2 million ($.97 and $.96 per share on a basic and diluted basis, respectively) on sales of $4.61 billion, compared with net income of $21.1 million ($.18 per share on both a basic and diluted basis) on sales of $3.39 billion in the second quarter of 2009.

The company's results for the second quarters of 2010 and 2009 include a number of items outlined below that impact their comparability. A complete reconciliation of these items is provided under the heading “Certain Non-GAAP Financial Information.” Excluding those items, on a non-GAAP basis, net income for the quarter ended July 3, 2010 would have been $121.3 million ($1.02 and $1.01 per share on a basic and diluted basis, respectively) and net income for the quarter ended July 4, 2009 would have been $37.2 million ($.31 per share on both a basic and diluted basis).

“This was another outstanding quarter for Arrow, as we achieved record second quarter revenues and earnings per share, with cash flow generation well ahead of our expectations. Our strategic focus on sales excellence, profitable market share growth, and the expansion of value-added services and capabilities all contributed to our success,” said Michael J. Long, chairman, president, and chief executive officer. “Earnings per share more than tripled year over year, substantially ahead of our revenue growth, and return on invested capital was 14.3%.”

“The very strong results this quarter demonstrate the significant earnings capacity we have in our businesses, as operating income growth substantially outpaced sales growth on both a year-over-year and sequential basis, and our operating margin reached the highest level since the end of 2007,” said Paul J. Reilly, executive vice president, finance and operations and chief financial officer. “Return on working capital increased more than two times the year-ago level reaching a new record level.”

“During the quarter we repurchased $75 million of our stock leaving us with $25 million under the Board authorization. The Board has authorized management to acquire an additional $100 million bringing the total that can be spent on future buybacks to $125 million,” added Mr. Reilly.

Global components sales of $3.26 billion increased 44 percent year over year. “Exceptional sales growth in all of our components regions led to record-levels of sales and operating income. Return on working capital more than doubled year over year, setting a new record also,” Mr. Long said.


Global enterprise computing solutions (“ECS”) sales of $1.35 billion increased 21 percent year over year. “Storage, software, services, and industry-standard servers grew at very strong double-digits rates on a year-over-year basis,” said Mr. Long. “Sequential sales exceeded our expectations as here too, our focus on sales excellence and our strategic investments in key solution segments is paying off,” Mr. Long added.

The company's results for the second quarters of 2010 and 2009 include the items outlined below that impact their comparability:

  • restructuring, integration, and other charges of $5.6 million ($4.1 million net of related taxes or $.03 per share on both a basic and diluted basis) in 2010 and $19.3 million ($16.1 million net of related taxes or $.13 per share on a both basic and diluted basis) in 2009.
  • loss on prepayment of debt of $1.6 million ($1.0 million net of related taxes or $.01 per share on both a basic and diluted basis) in 2010.

SIX-MONTH RESULTS

Arrow’s net income for the first six months of 2010 was $203.2 million ($1.70 and $1.68 per share on a basic and diluted basis, respectively) on sales of $8.85 billion, compared with net income of $47.8 million ($.40 per share on both a basic and diluted basis) on sales of $6.81 billion in the first six months of 2009. Sales in the first six months of 2010 increased 30 percent year over year.

Net income for the first six months of 2010 includes restructuring, integration, and other charges of $13.1 million ($9.6 million net of related taxes or $.08 per share on both a basic and diluted basis) primarily related to initiatives taken by the company to improve operating efficiencies and a loss on prepayment of debt of $1.6 million ($1.0 million net of taxes or $.01 per share on both a basic and diluted basis). Excluding these items, net income would have been $213.8 million ($1.79 and $1.76 per share on a basic and diluted basis, respectively) for the first six months of 2010.

Net income for the first six months of 2009 includes restructuring, integration, and other charges of $43.3 million ($32.2 million net of related taxes or $.27 per share on both a basic and diluted basis) primarily related to initiatives taken by the company to improve operating efficiencies. Excluding these items, net income would have been $80.0 million ($.67 per share on both a basic and diluted basis) for the first six months of 2009.

GUIDANCE

“Looking ahead, we believe that total third quarter sales will be between $4.39 and $4.79 billion, with global components sales between $3.32 and $3.52 billion and global enterprise computing solutions sales between $1.07 and $1.27 billion. Earnings per share, on a diluted basis, excluding any charges, are expected to be in the range of $.96 to $1.06,” said Mr. Reilly.

Arrow Electronics (www.arrow.com) is a global provider of products, services and solutions to industrial and commercial users of electronic components and enterprise computing solutions. Headquartered in Melville, N.Y., Arrow serves as a supply channel partner for over 900 suppliers and 125,000 original equipment manufacturers, contract manufacturers and commercial customers through a global network of more than 310 locations in 51 countries and territories.


Certain Non-GAAP Financial Information

In addition to disclosing results that are determined in accordance with Generally Accepted Accounting Principles (“GAAP”), the company provides certain non-GAAP financial information relating to operating income, net income and net income per basic and diluted share, each as adjusted for certain charges, credits and losses that the company believes impact the comparability of its results of operations. These charges, credits and losses arise out of the company’s efficiency enhancement initiatives and prepayment of debt. A reconciliation of the company’s non-GAAP financial information to GAAP is set forth in the table below.

The company believes that such non-GAAP financial information is useful to investors to assist in assessing and understanding the company’s operating performance and underlying trends in the company’s business because management considers the charges, credits and losses referred to above to be outside the company’s core operating results. This non-GAAP financial information is among the primary indicators management uses as a basis for evaluating the company’s financial and operating performance. In addition, the company’s Board of Directors may use this non-GAAP financial information in evaluating management performance and setting management compensation.

The presentation of this additional non-GAAP financial information is not meant to be considered in isolation or as a substitute for, or alternative to, operating income, net income and net income per basic and diluted share determined in accordance with GAAP. Analysis of results and outlook on a non-GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with GAAP.


ARROW ELECTRONICS, INC.

EARNINGS RECONCILIATION

(In thousands except per share data)

(unaudited)

     
Quarter Ended Six Months Ended

July 3,
2010

   

July 4,
2009

July 3,
2010

   

July 4,
2009

 
Operating income, as reported $ 189,191 $ 51,198 $ 334,461 $ 112,435
Restructuring, integration, and other charges   5,649   19,252   13,086   43,270
Operating income, as adjusted $ 194,840 $ 70,450 $ 347,547 $ 155,705
 

Net income attributable to shareholders, as reported

$ 116,193 $ 21,097 $ 203,239 $ 47,838
Restructuring, integration, and other charges 4,095 16,124 9,640 32,193
Loss on prepayment of debt   964   -   964   -

Net income attributable to shareholders, as adjusted

$ 121,252 $ 37,221 $ 213,843 $ 80,031
 
Net income per basic share, as reported $ .97 $ .18 $ 1.70 $ .40

Restructuring, integration, and other charges

.03 .13 .08 .27
Loss on prepayment of debt   .01   -   .01   -
Net income per basic share, as adjusted $ 1.02 $ .31 $ 1.79 $ .67
 
Net income per diluted share, as reported $ .96 $ .18 $ 1.68 $ .40
Restructuring, integration, and other charges .03 .13 .08 .27
Loss on prepayment of debt   .01   -   .01   -
Net income per diluted share, as adjusted $ 1.01 $ .31 $ 1.76 $ .67
 

The sum of the components for basic and diluted net income per share, as adjusted, may not agree to totals, as presented, due to rounding.

Information Relating to Forward-Looking Statements

This press release includes forward-looking statements that are subject to numerous assumptions, risks, and uncertainties, which could cause actual results or facts to differ materially from such statements for a variety of reasons, including, but not limited to: industry conditions, the company's implementation of its new enterprise resource planning system, changes in product supply, pricing and customer demand, competition, other vagaries in the global components and global ECS markets, changes in relationships with key suppliers, increased profit margin pressure, the effects of additional actions taken to become more efficient or lower costs, and the company’s ability to generate additional cash flow. Forward-looking statements are those statements, which are not statements of historical fact. These forward-looking statements can be identified by forward-looking words such as "expects," "anticipates," "intends," "plans," "may," "will," "believes," "seeks," "estimates," and similar expressions. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update publicly or revise any of the forward-looking statements.


ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per share data)

(unaudited)

 
Quarter Ended Six Months Ended

July 3,
2010

   

July 4,
2009

July 3,
2010

 

July 4,
2009

 
Sales $ 4,613,307 $ 3,391,823 $ 8,848,673 $ 6,809,251
Costs and expenses:
Cost of sales 4,024,831 2,989,629 7,722,264 5,976,061
Selling, general and administrative expenses 375,876 315,028 742,625 644,142
Depreciation and amortization 17,760 16,716 36,237 33,343
Restructuring, integration, and other charges   5,649   19,252   13,086   43,270
  4,424,116   3,340,625   8,514,212   6,696,816
Operating income 189,191 51,198 334,461 112,435
Equity in earnings of affiliated companies 1,785 1,027 2,933 1,350
Loss on prepayment of debt 1,570 - 1,570 -
Interest and other financing expense, net   19,355   17,082   38,441   40,117
Income before income taxes 170,051 35,143 297,383 73,668
Provision for income taxes   53,858   14,061   94,149   25,850
Consolidated net income 116,193 21,082 203,234 47,818
Noncontrolling interests   -   (15 )   (5 )   (20 )
Net income attributable to shareholders $ 116,193 $ 21,097 $ 203,239 $ 47,838
Net income per share:
Basic $ .97 $ .18 $ 1.70 $ .40
Diluted $ .96 $ .18 $ 1.68 $ .40
Average number of shares outstanding:
Basic 119,228 119,783 119,731 119,675
Diluted 120,585 120,317 121,270 120,042

ARROW ELECTRONICS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands except par value)

   
July 3, December 31,
2010 2009
ASSETS (unaudited)
Current assets:
Cash and cash equivalents $ 576,664 $ 1,137,007
Accounts receivable, net 3,372,945 3,136,141
Inventories 1,805,779 1,397,668
Other current assets   215,168   168,812
Total current assets   5,970,556   5,839,628
Property, plant and equipment, at cost:
Land 23,192 23,584
Buildings and improvements 128,605 137,539
Machinery and equipment   806,936   779,105
958,733 940,228
Less: Accumulated depreciation and amortization   (482,923 )   (479,522 )
Property, plant and equipment, net   475,810   460,706
Investments in affiliated companies 53,875 53,010
Cost in excess of net assets of companies acquired 1,019,292 926,296
Other assets   468,477   482,726
Total assets $ 7,988,010 $ 7,762,366
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 3,028,403 $ 2,763,237
Accrued expenses 496,667 445,914

Short-term borrowings, including current portion of long-term debt

  77,344   123,095
Total current liabilities   3,602,414   3,332,246
 
Long-term debt 1,262,865 1,276,138
Other liabilities 196,604 236,685
Equity:
Shareholders' equity:
Common stock, par value $1:
Authorized – 160,000 shares in 2010 and 2009

Issued – 125,337 and 125,287 shares in 2010 and 2009, respectively

125,337 125,287
Capital in excess of par value 1,048,253 1,056,704

Treasury stock (7,520 and 5,459 shares in 2010 and 2009, respectively), at cost

(233,458 ) (179,152 )
Retained earnings 1,897,756 1,694,517
Foreign currency translation adjustment 97,574 229,019
Other   (9,335 )   (9,415 )
Total shareholders' equity 2,926,127 2,916,960
Noncontrolling interests   -   337
Total equity   2,926,127   2,917,297
Total liabilities and equity $ 7,988,010 $ 7,762,366

ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

 
Quarter Ended

July 3,
2010

 

July 4,
2009

Cash flows from operating activities:
Consolidated net income $ 116,193 $ 21,082
Adjustments to reconcile consolidated net income to net cash provided by operations:
Depreciation and amortization 17,760 16,716
Amortization of stock-based compensation 8,586 7,690
Amortization of deferred financing costs and discount on notes 546 563
Equity in earnings of affiliated companies (1,785 ) (1,027 )
Deferred income taxes 9,885 7,159
Restructuring, integration, and other charges 4,095 16,124
Excess tax benefits from stock-based compensation arrangements 34 (1 )
Loss on prepayment of debt 964 -
Change in assets and liabilities, net of effects of acquired businesses:
Accounts receivable (308,822 ) (57,338 )
Inventories (346,625 ) 102,468
Accounts payable 580,025 194,919
Accrued expenses 56,985 2,393
Other assets and liabilities   (73,165 )   (4,410 )
Net cash provided by operating activities   64,676   306,338
Cash flows from investing activities:
Acquisition of property, plant and equipment (29,106 ) (35,557 )
Cash consideration paid for acquired businesses (169,293 ) -
Proceeds from sale of facilities 10,165 1,153
Other   -   (183 )
Net cash used for investing activities   (188,234 )   (34,587 )
Cash flows from financing activities:
Change in short-term and other borrowings (21,954 ) 4,813
Repayment of long-term bank borrowings (471,700 ) -
Proceeds from long-term bank borrowings 471,700 -
Proceeds from exercise of stock options 4,826 283
Excess tax benefits from stock-based compensation arrangements (34 ) 1
Repurchases of common stock   (74,994 )   (72 )
Net cash provided by (used for) financing activities   (92,156 )   5,025
Effect of exchange rate changes on cash   (17,673 )   13,146
Net increase (decrease) in cash and cash equivalents (233,387 ) 289,922
Cash and cash equivalents at beginning of period   810,051   618,505
Cash and cash equivalents at end of period $ 576,664 $ 908,427

ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

 
Six Months Ended

July 3,
2010

 

July 4,
2009

Cash flows from operating activities:
Consolidated net income $ 203,234 $ 47,818
Adjustments to reconcile consolidated net income to net cash provided by (used for) operations:
Depreciation and amortization 36,237 33,343
Amortization of stock-based compensation 17,053 13,047
Amortization of deferred financing costs and discount on notes 1,104 1,110
Equity in earnings of affiliated companies (2,933 ) (1,350 )
Deferred income taxes 24,976 17,667
Restructuring, integration, and other charges 9,640 32,193
Excess tax benefits from stock-based compensation arrangements (1,728 ) 2,157
Loss on prepayment of debt 964 -
Change in assets and liabilities, net of effects of acquired businesses:
Accounts receivable (300,728 ) 546,654
Inventories (445,872 ) 263,663
Accounts payable 307,116 (253,465 )
Accrued expenses 30,034 (143,462 )
Other assets and liabilities   (96,638 )   (22,386 )
Net cash provided by (used for) operating activities   (217,541 )   536,989
Cash flows from investing activities:
Acquisition of property, plant and equipment (56,620 ) (72,369 )
Cash consideration paid for acquired businesses (172,353 ) -
Proceeds from sale of facilities 16,971 1,153
Other   -   (272 )
Net cash used for investing activities   (212,002 )   (71,488 )
Cash flows from financing activities:
Change in short-term and other borrowings (7,794 ) (7,509 )
Repayment of long-term bank borrowings (471,700 ) (29,400 )
Proceeds from long-term bank borrowings 471,700 29,400
Proceeds from exercise of stock options 6,405 837
Excess tax benefits from stock-based compensation arrangements 1,728 (2,157 )
Repurchases of common stock   (81,179 )   (2,145 )
Net cash used for financing activities   (80,840 )   (10,974 )
Effect of exchange rate changes on cash   (49,960 )   2,628
Net increase (decrease) in cash and cash equivalents (560,343 ) 457,155
Cash and cash equivalents at beginning of period   1,137,007   451,272
Cash and cash equivalents at end of period $ 576,664 $ 908,427

ARROW ELECTRONICS, INC.

SEGMENT INFORMATION

(In thousands)

(unaudited)

   
Quarter Ended   Six Months Ended  

July 3,
2010

 

July 4,
2009

July 3,
2010

 

July 4,
2009

Sales:
Global components $ 3,259,016 $ 2,271,570 $ 6,387,038 $ 4,616,582
Global ECS   1,354,291     1,120,253     2,461,635     2,192,669  
Consolidated $ 4,613,307   $ 3,391,823   $ 8,848,673   $ 6,809,251  
 
Operating income (loss):
Global components $ 182,494 $ 57,993 $ 336,602 $ 134,091
Global ECS 43,023 34,461 66,936 66,487
Corporate (a)   (36,326 )   (41,256 )   (69,077 )   (88,143 )
Consolidated $ 189,191   $ 51,198   $ 334,461   $ 112,435  
 

(a)  Includes restructuring, integration, and other charges of $5.6 million and $13.1 million for the second quarter and first six months
      of 2010 and $19.3 million and $43.3 million for the second quarter and first six months of 2009, respectively.

CONTACT:
Arrow Electronics, Inc.
Michael Taunton
Vice President & Treasurer
631-847-5680
or
Paul J. Reilly
Executive Vice President, Finance and Operations & Chief Financial Officer
631-847-1872
or
Media:
John Hourigan
Director, External Communications
303-824-4586

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