-----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, HdHecSIDmA2K5UNJNsXzEJZL9wxtnFISQaLI+7NBQ/AAQm9s3DSWvKwPinDlFqzL y+GKhPFQB3TvRxo36ayrHw== 0000950152-98-001515.txt : 19980227 0000950152-98-001515.hdr.sgml : 19980227 ACCESSION NUMBER: 0000950152-98-001515 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980225 ITEM INFORMATION: FILED AS OF DATE: 19980226 SROS: NASD 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: SEC FILE NUMBER: 000-05734 FILM NUMBER: 98550602 BUSINESS ADDRESS: STREET 1: 4800 E 131ST ST CITY: CLEVELAND STATE: OH ZIP: 44105 BUSINESS PHONE: 2165873600 8-K 1 PIONEER STANDARD ELECTRONICS, INC. FORM 8-K 1 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): February 25, 1998 --------------------------- PIONEER-STANDARD ELECTRONICS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 0-5734 34-0907152 - ---------------- -------------- ----------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 4800 EAST 131ST STREET, CLEVELAND, OHIO 44108 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (216) 587-3600 ----------------------------- 2 ITEM 5. OTHER EVENTS In 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share." SFAS No. 128 replaced the calculation of primary and fully diluted earnings per share with basic earnings per share and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Diluted earnings per share is very similar to the previously reported fully diluted earnings per share. The Company adopted SFAS No. 128 in the fiscal third quarter of 1998. This filing presents earnings per share pursuant to the requirements of SFAS No. 128 as amending the previously reported earnings per share in the following: 1. The Company's Annual Report on Form 10-K for the year ended March 31, 1997 2. The Company's Quarterly Report on Form 10-Q for quarter ended June 30, 1997 3. The Company's Quarterly Report on Form 10-Q for quarter ended September 30, 1997 SELECTED FINANCIAL DATA The following table displays financial data of Pioneer-Standard Electronics, Inc. and its consolidated subsidiaries for each of the years in the five-year period ended March 31, 1997. The selected financial data is qualified by reference to the consolidated financial statements and other information incorporated by reference in Pioneer-Standard Electronics, Inc. Annual Report on Form 10-K for each of the five years in the period ended March 31, 1997. The selected financial information provided below is not necessarily indicative of future results of operations or financial performance of Pioneer-Standard Electronics, Inc.
YEARS ENDED MARCH 31, 1997 1996(1) 1995 1994 1993 (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA) INCOME STATEMENT DATA: Net sales $ 1,508,709 $ 1,105,281 $ 832,152 $ 580,757 $ 430,013 Cost of goods sold 1,249,873 902,629 677,171 465,614 336,589 Warehousing, selling and Administrative expenses 201,449 150,704 111,302 83,754 72,363 ----------- ----------- ----------- ----------- ----------- Operating profit 57,387 51,948 43,679 31,389 21,061 Equity in earnings (loss) of 50% Owned company -- (173) 2,500 3,001 2,505 Interest expense 17,066 8,136 3,966 2,687 3,581 ----------- ----------- ----------- ----------- ----------- Income from operations before Income taxes 40,321 43,639 42,213 31,703 19,985 Provision for income taxes 17,067 18,387 17,204 12,027 7,072 ----------- ----------- ----------- ----------- ----------- Net income $ 23,254 $ 25,252 $ 25,009 $ 19,676 $ 12,913 =========== =========== =========== =========== =========== Earnings per share: Basic (2) 1.02 1.13 1.12 .89 .63 Diluted 1.00 1.09 1.09 .87 .59 BALANCE SHEET DATA (AT END OF PERIOD): Total assets $ 592,513 $ 559,110 $ 327,415 $ 220,039 $ 171,860 Long-term debt 173,587 164,447 56,318 22,272 21,328 Shareholders' equity 213,979 150,693 126,415 102,740 84,117
3 (1) Results for the fiscal year ended March 31, 1996 include Pioneer Maryland under the equity method of accounting prior to the acquisition of the remaining 50% of Pioneer Maryland on November 30, 1995. If Pioneer Maryland's results were included on a consolidated basis for the full fiscal year ended March 31, 1996, net sales, operating income, interest expense, net income and diluted earnings per share would have been $1,325,047,000, $55,552,000, $12,191,000, $24,704,000, and $1.07, respectively. (2) Included in the results for the fiscal year ended March 31, 1996 is an after-tax non-recurring discontinuance charge of $.11 per share recorded by Pioneer Maryland to conform to the Company's accounting methods. EARNINGS PER SHARE COMPUTATION FOR THE THREE YEAR PERIOD ENDED MARCH 31, 1997 The following table sets forth the reconciliation of the weighted-average shares of basic earnings per share and diluted earnings per share for the years ended March 31:
1997 1996 1995 (THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA) Net Income $ 23,254 $ 25,252 $ 25,009 Weighted average shares - basic 22,731,951 22,436,003 22,355,630 Effect of dilutive securities - Employee Stock Options 503,919 691,483 531,247 Adjusted weighted-average shares and Assumed conversions - assuming dilution 23,235,870 23,127,486 22,886,877 Basic earnings per share 1.02 1.13 1.12 Diluted earnings per share 1.00 1.09 1.09
4 QUARTERLY EARNINGS PER SHARE DATA Basic earnings per share and diluted earnings per share for quarterly periods ending June 30 and September 30 for fiscal years 1998 and 1997 as reported in the Company's Forms 10-Q and the fourth quarter of fiscal 1997 and all quarters of fiscal 1996 as reported in the Company's 1997 Annual Report and 10-K Form are presented below:
EARNINGS PER SHARE BASIC DILUTED FISCAL YEAR ENDED MARCH 31, 1998 (1) Three months ended June 30, 1997 .28 .28 Three months ended September 30, 1997 .29 .28 Six months ended September 30, 1997 .57 .55 1997 (1) Three months ended June 30, 1996 .27 .27 Three months ended September 30, 1996 .20 .20 Six months ended September 30, 1996 .47 .46 Three months ended March 31, 1997 .30 .29 1996 First quarter .30 .29 Second quarter .30 .29 Third quarter .18 .18 Fourth quarter .34 .33
(1) The Company adopted SFAS No. 128 in the fiscal third quarter of 1998 and accordingly the Form 10-Q for the fiscal third quarter was reported under the adopted SFAS No. 128. 5 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. PIONEER-STANDARD ELECTRONICS, INC. Date February 25, 1998 By /s/ John V. Goodger ------------------------------- ------------------------------------ John V. Goodger Vice President and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----