-----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, DT0zc3YRQ6Je+LflXTr2hc04MzqpEj4W6wBRAKlkIn+Xy4Nk7Q+iP/ObQuyp7Lqx H82aYRmiupns+qWxRKuxCg== 0000950152-03-007029.txt : 20030724 0000950152-03-007029.hdr.sgml : 20030724 20030724095559 ACCESSION NUMBER: 0000950152-03-007029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030724 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER STANDARD ELECTRONICS INC CENTRAL INDEX KEY: 0000078749 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 340907152 STATE OF INCORPORATION: OH FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05734 FILM NUMBER: 03799593 BUSINESS ADDRESS: STREET 1: 4800 E 131ST ST CITY: CLEVELAND STATE: OH ZIP: 44105 BUSINESS PHONE: 2165873600 MAIL ADDRESS: STREET 1: 4800 E 131ST ST CITY: CLEVELAND STATE: OH ZIP: 44105 8-K 1 l02294ae8vk.txt PIONEER-STANDARD ELECTRONICS, INC. 8-K 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 July 24, 2003 ------------- (Date of earliest event reported) PIONEER-STANDARD ELECTRONICS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio (000-5734) 34-0907152 - -------------------------------------------- ------------------------------ ------------------------------- (State or other jurisdiction of (Commission File No.) (I.R.S. Employer incorporation) Identification No.)
6065 Parkland Boulevard, Mayfield Heights, Ohio 44124 - --------------------------------------------------------------------------- ----------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (440) 720-8500 --------------
ITEM 9. REGULATION FD DISCLOSURE On July 24, 2003, the Company issued a press release announcing its Fiscal 2004 first quarter ended June 30, 2003 results, which provided detail not included in previously issued reports. A copy of this news release is furnished with this Current Report on Form 8-K as Exhibit 99.1. This information, furnished under this "Item 9. Regulation FD Disclosure," is intended to be provided under "Item 12. Disclosure of Results of Operations and Financial Condition" in accordance with SEC Release No. 33-8216. On July 24, 2003, as previously announced, the Company held a conference call regarding its financial results for the fourth quarter ended March 31, 2003. An audio recording of the conference call can be accessed on the Company's website at www.pios.com. 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. PIONEER-STANDARD ELECTRONICS, INC. By: /s/ Steven M. Billick ------------------------------------------------------- Steven M. Billick Executive Vice President and Chief Financial Officer Date: July 24, 2003 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE 99.1 Press Release issued by Pioneer-Standard Electronics, Inc., 3 dated July 24, 2003, announcing the Company's Fiscal 2004 first quarter results.
2 EX-99.1 3 l02294aexv99w1.txt EXHIBIT 99.1 Exhibit 99.1 [Pioneer Standard Logo] FOR IMMEDIATE RELEASE PIONEER-STANDARD ELECTRONICS REPORTS FISCAL 2004 FIRST-QUARTER RESULTS - - Sales Increase 2.3 Percent Over Last Year's First Quarter - - Net Loss of $0.05 Per Share in Line with Previously Announced Guidance - - Company Updates Full-Year Earnings Guidance Due to Purchase of Senior Notes CLEVELAND, Ohio - July 24, 2003 - Pioneer-Standard Electronics, Inc. (Nasdaq: PIOS) today announced fiscal 2004 first-quarter sales of $280 million, an increase of 2.3 percent compared with first-quarter sales of $273 million last year. For the first quarter ended June 30, 2003, the Company reported a net loss of $1.5 million, or $0.05 per share, compared with a net loss of $34 million, or $1.25 per share in first quarter fiscal 2003. The Company's guidance for fiscal 2004 first quarter, issued on May 13, 2003, anticipated break-even to a loss of $0.05 per share for the quarter. Last year's first-quarter net loss included a charge of $34.8 million, net of tax, or $1.28 per share, related to the adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets." The charge was recorded as a cumulative effect of change in accounting principle. First-quarter operating income was $2.8 million, a 22 percent increase over $2.3 million for the first quarter last year. Included in fiscal 2004 first-quarter operating income are restructuring charges of approximately $463,000 related to facilities and other costs associated with the continuation of the Company's fiscal 2003 reorganization. "I am very pleased with the progress we have made in our initial quarter as a stand-alone enterprise computer solutions company, particularly in light of the difficult economic environment," said Arthur Rhein, chairman, president and chief executive officer. "Following the divestiture of our electronic components business, we were able to grow sales, reduce costs and significantly improve operating income." The Company reported a loss from continuing operations of $708,000, net of tax, or $0.02 per share, in first quarter fiscal 2004, compared with $1.5 million, or $.05 per share in the first quarter last year. The Company also reported a loss from discontinued operations of $749,000, net of tax, or $0.03 per share, related to activities associated with the divestiture of the Company's electronic components distribution business. 3 BUSINESS OUTLOOK "Although our second quarter is generally our weakest, typically down from the first quarter, we expect fiscal 2004 second-quarter sales to be about the same level as the first quarter," said Rhein. "We continue to expect the second half of fiscal 2004 to be substantially stronger than the first half, which is consistent with historical trends." Consistent with the guidance provided on May 13, 2003, revenue is expected to grow between 3 percent and 6 percent for the fiscal year ending March 31, 2004. For fiscal 2004, gross margin is expected to approximate 13 percent and selling, general and administrative expenses are anticipated to be 10.5 percent to 11.0 percent of sales. Subsequent to June 30, 2003, the Company purchased an additional $28.0 million of its 9.5 percent senior notes, at approximately 111.66 percent of face value. The premium was approximately $3.3 million and will be reported in second-quarter 2004 results. In addition, interest expense is now expected to be approximately $8.7 million for fiscal 2004. Previously, the Company anticipated interest expense of approximately $10.0 million for the year. The net after tax impact of the senior note repurchase will decrease net income by approximately $1.2 million, or $0.04 per share for the year. The Company, therefore, now anticipates net income of $0.11 to $0.16 per share for fiscal 2004, excluding the impact of any further debt reductions. "As we execute our plan to grow Pioneer-Standard, our focus is to be the best at driving the adoption of enterprise computer solutions to satisfy the business needs of our customers," Rhein said. "We also intend to deliver industry-leading financial results, including improving our return on capital and reducing our debt, to benefit the Company and our shareholders over the long term." CONFERENCE CALL INFORMATION A conference call to discuss quarterly results is scheduled for 10 a.m. ET on Thursday July 24, 2003. The conference call will be broadcast live over the Internet and a replay will be accessible on the investor relations page of the Company's Web site: www.pioneerstandard.com. ----------------------- A taped replay of the conference call will be available at noon ET on Thursday July 24, 2003 through midnight ET on Wednesday August 1, 2003 accessible by dialing 877-344-7529 or 412-858-1440 (account #914 for conference call #322590). FORWARD-LOOKING LANGUAGE Portions of this release, particularly the statements made by management and those included in the Business Outlook section, are forward-looking statements within the meaning of the safe harbor 4 provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to important factors that could cause Pioneer-Standard's actual results to differ materially from those anticipated by the forward-looking statements. These factors include those referenced in the Annual Report on Form 10-K or as may be described from time to time in Pioneer-Standard's subsequent SEC filings. ABOUT PIONEER-STANDARD ELECTRONICS, INC. Pioneer-Standard Electronics, Inc. is one of the foremost distributors and premier resellers of enterprise computer technology solutions from HP, IBM and Oracle, as well as other leading manufacturers. The Company has a proven track record of delivering complex servers, software, storage and services to resellers and corporate customers across a diverse set of industries. Headquartered in Cleveland, Ohio, Pioneer-Standard has sales offices throughout the U.S. and Canada. For more information, visit the Company's website at www.pioneerstandard.com. - ----------------------- For more information contact: Martin Ellis Executive Vice President, Corporate Development Pioneer-Standard Electronics, Inc. 440-720-8682 # # # 5 PIONEER-STANDARD ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended June 30 ---------------------------- (In Thousands, Except Per Share Data) 2003 2002 (A) ------------ ------------- Net Sales $279,593 $ 273,191 Cost of goods sold 244,666 238,406 ------------ ------------- Gross margin $ 34,927 $ 34,785 Gross margin % 12.5% 12.7% Selling, general and administrative expenses $ 31,671 $ 32,493 Restructuring charges 463 - ------------ ------------- Operating Income 2,793 2,292 Other (Income) Expense Other (income) expense 53 (26) Interest expense, net 2,438 2,186 Gain on retirement of mandatorily redeemable convertible preferred securities (734) - ------------ ------------- Income Before Income Taxes 1,036 132 Provision for income taxes 414 35 Distributions on mandatorily redeemable convertible trust preferred securities, net of tax 1,330 1,564 ------------ ------------- Loss from Continuing Operations $ (708) $ (1,467) ------------ ------------- Income (Loss) from Discontinued Operations, net of tax (749) 2,297 ------------ ------------- Income (Loss) before Cumulative Effect of Change in Accounting Principle $ (1,457) $ 830 ------------ ------------- Cumulative Effect of Change in Accounting Principle, net of tax - (34,795) ------------ ------------- Net Loss $(1,457) $ (33,965) ============ ============= PER SHARE DATA: BASIC AND DILUTED: Loss from Continuing Operations $(0.02) $(0.05) Income (Loss) from Discontinued Operations (0.03) 0.08 ------------ ------------- Income (Loss) before Cumulative Effect of Change in Accounting Principle $ (0.05) $ 0.03 Cumulative Effect of Change in Accounting Principle - (1.28) ------------ ------------- Net Loss $ (0.05) $ (1.25) ============ ============= DIVIDENDS PER SHARE $ .03 $ .03 Weighted Average Shares Outstanding: Basic and Diluted 27,748,037 27,228,901
(A) The Company's results for fiscal 2003 have been restated to characterize its electronic components distribution business as discontinued operations. Pioneer-Standard completed the sale of that business on February 28, 2003. 6 PIONEER-STANDARD ELECTRONICS, INC. CONDENSED BALANCE SHEETS (Dollars in thousands)
June 30 March 31 (Dollars In Thousands) 2003 2003 --------------- --------------- ASSETS (Unaudited) (Audited) Current Assets Cash and cash equivalents $ 254,845 $ 318,543 Accounts receivable, net 216,246 170,708 Inventories, net 57,426 48,285 Other 8,859 6,981 Assets of discontinued operations 28,818 43,367 --------------- --------------- Total current assets $ 566,194 $ 587,884 Intangible Assets, net and Other 154,402 147,762 Property & Equipment, net 36,067 38,237 --------------- --------------- Total Assets $ 756,663 $ 773,883 =============== =============== LIABILITIES & SHAREHOLDERS' EQUITY Current Liabilities Accounts payable $ 149,042 $ 139,185 Other 19,725 18,901 Liabilities of discontinued operations 11,065 26,127 --------------- --------------- Total current liabilities $ 179,832 $ 184,213 Long-Term Debt 130,995 130,995 Other Long-Term Liabilities 18,527 16,450 Mandatorily Redeemable Convertible Trust Preferred Securities 125,425 143,675 Shareholders' Equity 301,884 298,550 --------------- --------------- Total Liabilities and Shareholders' Equity $ 756,663 $ 773,883 =============== ===============
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