-----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, MRCmye8A2YhZEhE+Q7anymv9PSmrVwmyDsom2P2uTG6FJ1IdKqbZqsi9ATmdhI0W l+Qb2cDzeYFXVgTk7vxc9g== 0000814430-94-000021.txt : 19940916 0000814430-94-000021.hdr.sgml : 19940916 ACCESSION NUMBER: 0000814430-94-000021 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19940730 FILED AS OF DATE: 19940914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTELLIGENT ELECTRONICS INC CENTRAL INDEX KEY: 0000814430 STANDARD INDUSTRIAL CLASSIFICATION: 5045 IRS NUMBER: 232208404 STATE OF INCORPORATION: PA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-15991 FILM NUMBER: 94548974 BUSINESS ADDRESS: STREET 1: 411 EAGLEVIEW BLVD CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 2154585500 MAIL ADDRESS: STREET 1: 411 EAGLEVIEW BLVD CITY: EXTON STATE: PA ZIP: 19341 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED July 30, 1994. OR [ ] 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 0-15991 Intelligent Electronics, Inc. ----------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 23-2208404 ------------------------------ ------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 411 Eagleview Boulevard, Exton, PA 19341 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (610) 458-5500 --------------- (Registrant's telephone number, including area code) 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 ______ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 34,257,119 shares of Common Stock, par value $0.01 per share were outstanding at September 2, 1994. Intelligent Electronics, Inc. and Subsidiaries INDEX Page No. -------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheet July 30, 1994 and January 29, 1994 3 Consolidated Statement of Operations Three and Six Months Ended July 30, 1994 and July 31, 1993 4 Consolidated Statement of Cash Flows Six Months Ended July 30, 1994 and July 31, 1993 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 10 Item 6. Exhibits and Reports on Form 8-K 10 SIGNATURES 13 PART I - FINANCIAL INFORMATION FORM 10-Q
INTELLIGENT ELECTRONICS, INC. and Subsidiaries Consolidated Balance Sheet (in thousands, except share-related data) July 30, January 29, 1994 1994 ----------- ----------- (unaudited) Assets Current assets: Cash and cash equivalents $146,041 $122,249 Marketable securities available for sale 35,814 61,130 Accounts receivable, net 22,973 9,524 Inventory 329,828 251,044 Prepaid expenses and other current assets 13,290 8,872 Deferred income taxes 7,040 7,840 -------- -------- Total current assets 554,986 460,659 Property and equipment 14,612 11,371 Intangible assets, primarily goodwill, net 69,225 71,585 Investments in affiliates 16,448 30,096 Other assets 7,998 3,300 -------- -------- Total assets $663,269 $577,011 ======== ======== Liabilities and Shareholders' Equity Current liabilities: Accounts payable $413,758 $334,341 Accrued liabilities 19,819 21,025 -------- -------- Total current liabilities 433,577 355,366 -------- -------- Other liabilities 1,504 2,795 Commitments and contingencies -- -- Shareholders' equity: Common stock $.01 par value per share: Authorized 100,000,000 shares, issued and outstanding: 39,467,719 and 39,310,439 shares 394 393 Additional paid-in capital 220,754 219,107 Treasury stock (58,637) (57,181) Retained earnings 65,732 56,531 Unrealized holding loss on securities and investments (55) -- -------- -------- Total shareholders' equity 228,188 218,850 -------- -------- Total liabilities and shareholders' equity $663,269 $577,011 ======== ======== See accompanying notes to consolidated financial statements.
INTELLIGENT ELECTRONICS, INC. and Subsidiaries FORM 10-Q Consolidated Statement of Operations (in thousands, except per-share data) (unaudited) Three months ended Six months ended ------------------ ----------------- July 30, July 31, July 30, July 31, 1994 1993 1994 1993 ---------- ---------- ----------- ----------- Revenues $ 793,274 $ 613,245 $1,555,588 $1,230,193 Cost of goods sold 755,300 586,436 1,482,147 1,177,599 ---------- ---------- ----------- ----------- Gross profit 37,974 26,809 73,441 52,594 ---------- ---------- ----------- ----------- Operating expenses: Selling, general and administrative expenses 18,610 12,642 33,858 24,967 Amortization of intangibles, primarily goodwill 1,180 1,180 2,360 2,360 ---------- ---------- ----------- ----------- Total operating expenses 19,790 13,822 36,218 27,327 ---------- ---------- ----------- ----------- Income from operations 18,184 12,987 37,223 25,267 Other income (expense): Investment and other income, net 1,214 1,472 2,310 2,610 Interest expense (459) (1) (623) (356) ---------- ---------- ----------- ----------- Income from continuing operations before provision for income taxes and equity in earnings (loss) of affiliate 18,939 14,458 38,910 27,521 Provision for income taxes 7,245 5,552 14,817 10,751 ---------- ---------- ----------- ----------- Income from continuing operations before equity in earnings (loss) of affiliate 11,694 8,906 24,093 16,770 Equity in earnings (loss) of affiliate (net of tax expense/(benefit) of $(5,285), $173, $(5,053) and $435) (8,999) 288 (8,605) 745 ---------- ---------- ----------- ----------- Income from continuing operations 2,695 9,194 15,488 17,515 Discontinued operation: Loss from discontinued operation (net of tax benefit of $1,076) -- -- -- (2,468) Gain on sale of BizMart (net of tax expense of $2,284) -- -- -- 6,298 ---------- ---------- ----------- ----------- Net income $ 2,695 $ 9,194 $ 15,488 $ 21,345 ========== ========== =========== =========== Income (loss) per common share and share equivalent: Continuing operations $ 0.08 $ 0.26 $ 0.43 $ 0.48 Discontinued operation -- -- -- (0.06) Sale of BizMart -- -- -- 0.17 ---------- ---------- ----------- ----------- Net income per share $ 0.08 $ 0.26 $ 0.43 $ 0.59 ========== ========== =========== =========== Dividends declared per share $ 0.10 $ 2.08 $ 0.18 $ 2.08 ========== ========== =========== =========== Weighted average number of common shares and share equivalents outstanding: Primary and fully diluted 35,850 35,920 35,952 36,386 See accompanying notes to consolidated financial statements.
INTELLIGENT ELECTRONICS, INC. and Subsidiaries FORM 10-Q Consolidated Statement of Cash Flows (in thousands) (unaudited)
Six months ended ------------------ July 30, July 31, 1994 1993 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 15,488 $ 21,345 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Depreciation and amortization 4,598 4,441 Provision for deferred taxes (4,288) (2,833) Provision for losses on trade receivables 63 245 Provision for write-down of inventory 564 996 Loss from discontinued operation -- 2,468 Gain on sale of BizMart -- (6,298) Equity in (earnings) loss of affiliate 13,658 (1,180) Changes in assets and liabilities, net of effects from acquisitions and sales: Accounts receivable (13,512) (8,364) Inventory (79,348) 587 Other current assets (4,418) (802) Accounts payable 78,689 (26,032) Accrued liabilities (1,873) 968 ----------- ----------- Net cash provided by (used for) operating activities 9,621 (14,459) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of marketable securities (27,319) (93,150) Sales and maturities of marketable securities 52,592 22,000 Acquisition of property and equipment, net of disposals (5,297) (2,430) Proceeds from sale of BizMart -- 275,236 Investment in and loan to affiliates (1,018) -- ----------- ----------- Net cash provided by investing activities 18,958 201,656 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of Subordinated Debt -- (17,500) Common stock repurchased (719) (55,375) Cash dividends paid (5,624) (72,356) Proceeds from exercise of stock options 1,648 15,861 Proceeds from exercise of warrants -- 570 Reduction in capital lease obligations (92) (58) ----------- ----------- Net cash used for financing activities (4,787) (128,858) ----------- ----------- Net cash provided by continuing operations and sale of BizMart 23,792 58,339 Cash used for discontinued operation -- (5,562) ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 23,792 52,777 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 122,249 52,498 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 146,041 $ 105,275 =========== =========== See accompanying notes to consolidated financial statements.
Intelligent Electronics, Inc. Notes to Consolidated Financial Statements (unaudited) (1) Basis of Presentation --------------------- The consolidated financial statement information included herein is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair statement of the results for the interim periods presented. Such adjustments are of a normal, recurring nature. These financial statements should be read in conjunction with the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended January 29, 1994. (2) New Accounting Pronouncement ---------------------------- On January 30, 1994, the Company adopted Statement of Financial Accounting Standards No. 115 ("FAS 115"), Accounting for Certain Investments in Debt and Equity Securities. FAS 115 requires certain investments in debt and securities be classified into one of three categories: held-to-maturity, available-for-sale, or trading. Adoption of this statement did not have a material effect on the Company's financial position or results of operations; however, certain amounts in the January 29, 1994 Consolidated Balance Sheet have been reclassified for comparative purposes. (3) Discontinued Operation and Sale of BizMart ------------------------------------------ On March 4, 1993, the Company sold BizMart, Inc. ("BizMart") to OfficeMax, Inc. Accordingly, results of BizMart's operations have been reported separately as a discontinued operation in the accompanying Consolidated Statement of Operations. BizMart's operating results for the period from January 31, 1993 to March 4, 1993 have been excluded from continuing operations and are summarized as follows (in thousands): Revenues $ 60,193 Costs and expenses 63,737 ------------- Loss before income taxes (3,544) Income tax benefit (1,076) ------------- Loss from discontinued operation $ (2,468) ============= (4) Investments in Affiliates ------------------------- The Company has an investment in The Future Now, Inc. ("TFN"), a network member and publicly-traded company. The Company accounts for this investment using the equity method. For the quarter ended July 30, 1994, the Company recognized a loss of $8,999,000 after taxes as its proportionate share of TFN's net loss. As of July 30, 1994, the carrying value of the TFN common stock was approximately $15,691,000 and the aggregate market price, based on TFN's quoted market price, was approximately $19,192,000. The Company also has an investment in Random Access, Inc. ("RA"), a network member and publicly-traded company. The Company accounts for this investment as available-for-sale in accordance with FAS 115, and accordingly, the carrying value of the RA investment is recorded at fair market value with either a corresponding credit or debit to shareholder's equity. At July 30, 1994, based on RA's quoted market price, the fair market value of the Company's investment in RA was approximately $283,000. (5) Common Stock Dividends ---------------------- On July 28, 1994, the Board of Directors of the Company declared a $0.10 per share cash dividend to shareholders of record on August 18, 1994, which was paid on September 1, 1994. On June 1, 1994, the Company paid the $0.08 per share cash dividend which was declared on May 4, 1994. On July 1, 1993, the Board of Directors established a quarterly cash dividend policy and declared a cash dividend of $0.08 per share to shareholders of record on August 18, 1993, which was paid on September 1, 1993. On May 3, 1993, the Board of Directors declared a one-time special cash dividend of $2.00 per share for shareholders of record on May 17, 1993, which was distributed on June 1, 1993. (6) Supplemental Cash Flow Information ---------------------------------- In July 1994, the Company accrued $3,472,000 for the dividend declared on July 28, 1994 and paid on September 1, 1994 and also accrued $737,000 for common stock repurchases made during the quarter ended July 30, 1994. In July 1993, the Company accrued $2,766,000 for the dividend declared on July 1, 1993 and paid on September 1, 1993. Cash payments during the six-month periods ended July 30, 1994 and July 31, 1993 included interest of $662,000 and $555,000, respectively, and income taxes of $14,526,000 and $8,269,000, respectively. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Introduction - - ------------ On March 4, 1993, the Company sold BizMart, a national chain of office products supercenters, to OfficeMax. Accordingly, BizMart is reflected as a discontinued operation in the accompanying consolidated financial statements. Unless otherwise specified, amounts and disclosures referred to herein relate to the Company's continuing operations. Results of Operations - - --------------------- Revenues increased 29% to $793,274,000 for the quarter ended July 30, 1994 compared to $613,245,000 for the quarter ended July 31, 1993. For the six months ended July 30, 1994, revenues increased to $1,555,588,000 compared to $1,230,193,000 for the six months ended July 31, 1993. Increased revenues from existing network integrators, resulting from continued strong business demand for premium brand name computers and peripherals, and the addition of new network integrators accounted for these increases. Gross profit as a percentage of revenues for the quarter ended July 30, 1994 was 4.8% compared to 4.4% for the quarter ended July 31, 1993. For the six months ended July 30, 1994, gross profit as a percentage of revenues was 4.7% compared to 4.3% for the same period last year. The increase in gross margin percent for the quarter and six months ended July 30, 1994 was due to the higher volume of revenues generated from higher margin advanced technology products, taking advantage of purchasing opportunities and increased use of fee-based services, including the new financing programs. The Company does not expect margins to change materially in the foreseeable future, although continued competition could adversely affect margins in the future. Selling, general and administrative expenses increased to $18,610,000 and $33,858,000 for the quarter and six months ended July 30, 1994, respectively, from $12,642,000 and $24,967,000, respectively, for the comparable periods last year. These increases are primarily due to higher costs to service the larger volume of revenues and the larger network, to support new programs and to relocate the Company's Eastern distribution operations. As a percentage of revenue, selling, general and administrative expenses increased in comparison to the same periods last year as a result of costs to support its new financing and other programs and relocation. Other income (expense) decreased from $1,471,000 and $2,254,000 during the quarter and six months ended July 31, 1993, respectively, to $755,000 and $1,687,000 for the quarter and six months ended July 30, 1994, respectively. The changes can be primarily attributable to the use of the Company's available cash for payments of cash dividends and share repurchases throughout the prior year. The Company's effective tax rate decreased to 38.3% and 38.1% for the quarter and six months ended July 30, 1994, respectively, compared to 38.4% and 39.1% for the quarter and six months ended July 31, 1993, respectively. Higher pre-tax earnings, increased tax-exempt investment income and a change in the Company's effective state tax rate, offset by a rise in the federal statutory rate, were responsible for these changes. In the quarter ended July 30, 1994, TFN announced the implementation of a company-wide restructuring, which included the closing and consolidation of duplicate facilities. As a result, for the quarter and six months ended July 30, 1994, the Company recognized a loss of $8,999,000 and $8,605,000 after taxes as its proportionate share of TFN's net loss compared to income of $288,000 and $745,000 after taxes for the same periods last year. Income from continuing operations decreased to $2,695,000 and $15,488,000 for the quarter and six months ended July 30, 1994, respectively, compared to $9,194,000 and $17,515,000 for the quarter and six months ended July 31, 1993, respectively, for the reasons stated above. Liquidity and Capital Resources - - ------------------------------- The Company has financed its growth to date from stock offerings, bank and subordinated borrowings, inventory financing and internally generated funds. The principal uses of its cash have been to fund its accounts receivable and inventory, make acquisitions, repurchase common stock and pay cash dividends. During the six months ended July 30, 1994, the Company's operating activities generated $9,621,000 in cash. At July 30, 1994, the Company had cash, cash equivalents and marketable securities totaling $181,855,000 ($183,379,000 at January 29, 1994). Working capital totaled $121,409,000 at July 30, 1994 compared to $105,293,000 at January 29, 1994. The new financing programs offered by the Company and its expanded selection of inventory have increased and will continue to increase working capital requirements. The Company also has a $170,000,000 financing agreement with a finance company. At July 30, 1994, the Company had approximately $94,565,000 outstanding on this facility, which was included in accounts payable on the Consolidated Balance Sheet. The Company's $20,000,000 guarantee to an inventory finance company on behalf of a member of its network remained in place at July 30, 1994. During the quarter ended July 30, 1994, the Company paid the quarterly dividend of $0.08 per share which was declared on May 4, 1994. On July 28, 1994, the Company's Board of Directors declared a dividend of $0.10 per share to shareholders of record on August 18, 1994, which was paid on September 1, 1994. The Company repurchased 101,000 shares of its common stock during the quarter as part of the previously authorized common stock repurchase program. As of July 30, 1994, the Company had repurchased 4,297,200 shares of its common stock at a cost of approximately $58,637,000. The Company is currently upgrading its management information systems. This plan is expected to take between twenty-four and thirty months and is estimated to cost approximately $20,000,000 to $30,000,000. Based on the Company's current level of operations and capital expansion requirements, management believes that the Company's cash and marketable securities, internally-generated funds and available financing arrangements and opportunities will be sufficient to meet the Company's cash requirements for the foreseeable future. Inflation and Seasonality - - ------------------------- The Company believes that inflation has not had a material impact on its operations or liquidity to date. The Company's financial performance does not exhibit significant seasonality, although certain computer product lines have displayed a seasonal pattern with peaks occurring near the end of the calendar year.
Intelligent Electronics, Inc. and Subsidiaries Part II - Other Information Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- The Annual Meeting of Shareholders of the Company was held on May 24, 1994. Shareholders voted on the following items: (a) For the Election of Directors: Term Votes Votes Broker Director Expiration For Withheld Non-Votes --------------------- ---------- ----------- -------- --------- Robert P. May 1995 29,651,764 446,494 0 Gregory A. Pratt 1996 29,652,034 446,224 0 Arnold S. Hoffman 1997 30,022,218 81,540 0 Roger J. Fritz 1997 30,016,468 81,790 0 John A. Porter 1997 30,018,868 79,390 0 Alex A.C. Wilson 1997 30,012,470 85,788 0 Other directors whose term of office as a director continued after the meeting were as follows: Barry M. Abelson William L. Rulon-Miller Michael R. Shabazian Richard D. Sanford Christopher T.G. Fish James M. Ciccarelli (b) Appointment of Price Waterhouse as Independent Public Accountants for Fiscal 1994. The Shareholder vote was as follows: 30,000,601 for; 24,947 against; and 72,710 abstained. Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits Exhibit 10.32. Richard D. Sanford Deferred Compensation Agreement Exhibit 11. Statement re: Computation of Per Share Earnings (b) Reports on Form 8-K. None
SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Intelligent Electronics, Inc. /s/ Edward A. Meltzer --------------------------------------- Edward A. Meltzer Vice President, Chief Financial Officer and Chief Accounting Officer Date: September 13, 1994 EX-10 2 Exhibit 10.32 RICHARD D. SANFORD DEFERRED COMPENSATION AGREEMENT ------------------------------- This Deferred Compensation Agreement (the "Agreement") is effective as of January 30, 1994 and is entered into by Intelligent Electronics, Inc., a Pennsylvania corporation having its principal place of business in Exton, Pennsylvania (the "Company"), for the purposes of providing certain deferred compensation benefits to Richard D. Sanford (the "Executive"). 1. Definitions. For purposes of this Agreement, the following initially capitalized words and phrases shall have the indicated meanings unless otherwise clearly apparent from the context: (a) "Account" means the recordkeeping account established under the Agreement for the Executive to record the amounts accrued under Section 3 hereof. (b) "Account Balance" means the sum of the record entries of the annual accrued benefits and annual interest standing to the credit of the Account as of any date of determination. (c) "Board" means the Board of Directors of the Company, as duly constituted from time to time. The Board may appoint a committee of two or more members, or a standing committee, who may exercise the powers of the Board with respect to and as set forth in the Agreement. (d) "Cause" means a termination of the Executive's employment or membership on the Board (i) authorized by the Board of Directors on account of (1) willful gross misconduct, (2) misappropriation of Company funds, or (3) conviction by a court of final jurisdiction of a crime involving moral turpitude, fraud or a felony, which (ii) in each case results in material harm to the Company. (e) "Change in Control" means the occurrence of any of the following events: (i) the acquisition in one or more transactions by any "Person" (as such term is used in sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act")) of "Beneficial Ownership" (as the term beneficial ownership is used for purposes of Rule 13d-3 under the 1934 Act) of fifty percent (50%) or more of the combined voting power of the Company's then outstanding voting securities (the "Voting Securities"); or (ii) approval by shareholders of the Company of a merger, reorganization or consolidation involving the Company if the shareholders of the Company immediately before such merger, reorganization or consolidation do not or will not own directly or indirectly immediately following such merger, reorganization or consolidation, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from or surviving such merger, reorganization or consolidation in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, reorganization or consolidation; or (iii) acceptance by shareholders of the Company of shares in a share exchange if the shareholders of the Company immediately before such share exchange do not or will not own directly or indirectly immediately following such share exchange more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from or surviving such share exchange in substantially the same proportion as the ownership of the Voting Securities outstanding immediately before such share exchange; or (iv) a material change in the Company related responsibilities of the Executive; or (v) a change in the composition of the Board of Directors of the Company such that the individuals who, as of January 30, 1994, constituted the Board of Directors (the "Original Directors") cease for any reason to constitute at least a majority of the members thereof; provided, however, that a director who was not a director on January 30, 1994 shall be deemed to be one of the Original Directors if such director was elected by, or on the recommendation of, at least 50% of the Original Directors (either actually or by prior operation of this Section 1(e)(v)). (f) "Payment Commencement Date" means the date certain on which payment of deferred compensation pursuant hereto shall commence or shall be made in accordance with Paragraph 3. (g) "Plan Year" means the fiscal year of the Agreement which is the 52, 53 week period ending on the Saturday nearest January 31st. The first Plan Year begins January 30, 1994. (h) "Year of Service" means each Plan Year during which the Executive performs service as an employee or director of the Company during each of the twelve months during the Plan Year. Partial Years of Service for benefit accrual and vesting purposes shall be determined on the basis of one- twelfth of a Year of Service for each month of service as an employee or director of the Company. 2. Eligibility for Benefits. The Executive shall be eligible to receive benefits under this Agreement as set forth in Section 3. 3. Amount of Deferred Compensation. (a) Amount of Benefit. There shall be established for the Executive an Account under the Agreement. The benefit payable to the Executive under this Agreement shall be equal to his Account Balance. For each of the first five Plan Years there shall be credited to the Executive's Account (1) a record entry in an amount equal to $716,715 for the current Year of Service (credited on the last day of the Plan Year and prorated for partial Years of Service), plus (2) seven percent (7%) simple interest compounded annually for the first five Plan Years; and interest, compounded annually equal to the composite prime rate as reported in the Wall Street Journal as of the last day of each Plan Year for Plan Years commencing with the sixth Plan Year. All amounts credited under clause (1) and (2) above shall be fully vested when credited but shall not be payable except as set forth below. (b) Payment of Benefit. Except as set forth below, benefit payments shall commence to be paid to the Executive in five annual installments as of the first day of the sixth Plan Year and shall be in an amount equal to the amount required to amortize the benefit in substantially equal installments over the remaining period. For purposes hereof, it shall be assumed that interest is accrued each year on the unpaid Account Balance at the rate in effect for the last Plan Year for the remaining term of the Agreement. (c) Death, Disability, Termination Without Cause or Change in Control. Notwithstanding subsection (b), if the Executive dies, becomes disabled or is terminated by the Board of Directors without Cause prior to completing five Years of Service, or in the event of a Change in Control, the benefit payable under subsection (a) shall be determined as though the Executive had completed five Years of Service, and shall be payable immediately. For purposes of determining the Account Balance, the interest factor used for the prior Plan Year shall be applied to all future accrual periods. (d) Optional Forms. Notwithstanding anything else in this Agreement to the contrary, the Board has the discretion to pay benefits described in this Section in one lump sum payment or in annual installments over a shorter period than five years. The Board may consult with the Executive in determining the timing and form of benefit payments; provided, however, that the Board shall have the final and binding determination as to any decision it shall make. 4. Death, Disability, Termination Without Cause or Change in Control After Payment Commencement Date. If the Executive dies, becomes disabled or is terminated by the Board of Directors without Cause, or in the event of a Change in Control, after the Executive's Payment Commencement Date but before distribution of the entire Account Balance has been completed, the remaining designated payments shall be paid to the Executive or the representative of the Executive's estate (as the case may be) in one lump sum payment. 5. Non-Assignable. The deferred compensation payable under this Agreement shall not be subject to alienation, assignment, garnishment, execution or levy of any kind, and any attempt to cause any compensation to be so subjected shall not be recognized. 6. Expenses. All expenses incurred, or taxes paid by the Company and attributable to a deferred compensation account, shall be borne by the Company and shall not reduce the amount credited to such account. 7. Termination and Modification. This Agreement may not be amended in any way or may not be terminated, in whole or in part, at any time, without the written consent of the Executive. 8. Parties. The terms of this Agreement shall be binding upon the Company and its successors or assigns and the Executive participating herein and his beneficiaries, heirs, executors and administrators. 9. Liability of Company. Subject to its obligation to pay the amount credited to the Account Balance of the Executive at the time distri- bution is required under Section 3, neither the Company nor any person acting on behalf of the Company shall be liable for any act performed or the failure to perform any act with respect to the Agreement, except in the event that there has been a judicial determination by a court of final jurisdiction of willful misconduct on the part of the Company or such person. 10. Notices. Notices, elections or designations by the Executive to the Company hereunder shall be in writing and sent by certified mail, return receipt requested, to the Company to the attention of the chief financial officer of the Company. 11. Benefits Payable From General Assets. Amounts payable hereunder shall be paid exclusively from the general assets of the Company, and no person entitled to payment hereunder shall have any claim, right, security interest or other interest in any fund, trust, account, insurance contract or asset of the Company which may be looked to for such payment, other than the right of an unsecured general creditor against the Company, in respect of the deferred compensation account of the Executive established hereunder. It is the intention that the arrangements for the payment of deferred compensation made pursuant to this Agreement be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. 12. Investment to Facilitate Payment of Benefits. Although the Company is not obligated to invest in any specific asset or fund or purchase any insurance contract to provide the means for the payment of any liabilities under this Agreement, the Company may, in its sole discretion, elect to do so. In the event the Company elects to purchase an insurance contract or contracts on the life of the Executive as a means for the payment of any liabilities under this Agreement, the Executive shall cooperate in the securing of such insurance contract or contracts by furnishing all information and taking all actions as the Company and the insurance carrier may require, including without limitation, providing the results and reports of previous Company and other insurance carrier physical examinations and taking such additional physical examinations as may be requested. The Company shall be the sole owner of any such insurance contract or contracts or fund or asset, with all incidents of ownership therein, including without limitation the right to cash and loan values, dividends, death benefits and the right to terminate any such contract or contracts or to dispose of any such fund or asset. The Executive shall have no interest whatsoever in any such contract or contracts or fund or asset and shall exercise none of the incidents of ownership thereof. 13. Payment to Enforce Agreement Provisions. The Company shall reimburse Executive fully for any and all costs reasonably incurred by him in connection with the enforcement of the provisions of this Agreement. 14. No Contract for Continued Services. This Agreement shall not be construed as creating any contract for continued services between the Company and the Executive, and nothing herein contained shall give the Executive the right to be retained as an employee of the Company. 15. Withholding Tax. The Company shall have the right to deduct from all payments hereunder any federal or state taxes required by law to be withheld with respect to such payments. 16. Governing Law. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the Commonwealth of Pennsylvania. 17. Trust. Provided the Executive has not received an immediate lump sum payment in accordance with Section 3(c) or 3(d), the Company shall, no later than the first day of the sixth Plan Year, enter into a Trust Agreement in the form of Exhibit A attached hereto. IN WITNESS WHEREOF, Intelligent Electronics, Inc. has entered into this Agreement under seal as of January 30, 1994. INTELLIGENT ELECTRONICS, INC. By: /s/ Edward A. Meltzer ---------------------------------- Edward A. Meltzer Vice President and Chief Financial Officer TRUST UNDER THE RICHARD D. SANFORD DEFERRED COMPENSATION AGREEMENT ---------------------------------- This Agreement made this ____ day of ____________, _____ by and between Intelligent Electronics, Inc. (the "Company") and __________________ (the "Trustee"); WHEREAS, Company has adopted the Richard D. Sanford Deferred Compensation Agreement (the "Agreement"), attached hereto as Appendix I; and WHEREAS, Company has incurred or expects to incur liability under the terms of such Agreement with respect to the individual participating in such Agreement; and WHEREAS, Company wishes to establish a trust (hereinafter called the "Trust") and to contribute to the Trust assets that shall be held therein, subject to the claims of Company's creditors in the event of Company's Insolvency, as herein defined, until paid to the participant and his beneficiaries in such manner and at such times as specified in the Agreement; and WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Agreement as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended; and WHEREAS, it is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Agreement; NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows: Section 1. ESTABLISHMENT OF TRUST. (a) Company hereby deposits with Trustee in trust cash, cash equivalents, or any other assets or property acceptable to Richard D. Sanford with a value equal to $4,121,640, which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter l, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of the Agreement participant and general creditors as herein set forth. The Agreement participant and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Agreement and this Trust Agreement shall be merely unsecured contractual rights of the Agreement participant and his beneficiaries against Company. Any assets held by the Trust will be subject to the claims of Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor the Agreement participant or beneficiary shall have any right to compel such additional deposits. Section 2. PAYMENTS TO THE AGREEMENT PARTICIPANT AND HIS BENEFICIARIES. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of the Agreement participant (and his beneficiaries) that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Agreement), and the time of commencement of payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Agreement participant and his beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Agreement and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of the Agreement participant or his beneficiaries to benefits under the Agreement shall be determined by the Company or such party as it shall designate under the Agreement, and any claim for such benefits shall be considered and reviewed subject to any procedures set out in the Agreement. (c) Company may make payment of benefits directly to the Agreement participant or his beneficiaries as they become due under the terms of the Agreement. Company shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to the participant or his beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Agreement, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient. Section 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT. (a) Trustee shall cease payment of benefits to the Agreement participant and his beneficiaries if the Company is Insolvent. Company shall he considered "Insolvent" for purposes of this Trust Agreement if (i) Company is unable to pay its debts as they become due, or (ii) Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. (b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of Company under federal and state law as set forth below. (i) The Board of Directors and the Chief Executive Officer of Company shall have the duty to inform Trustee in writing of Company's Insolvency. If a person claiming to be a creditor of Company alleges in writing to Trustee that Company has become Insolvent, Trustee shall determine whether Company is Insolvent and, pending such determination, Trustee shall discontinue payment of benefits to the Agreement participant or his beneficiaries. (ii) Unless Trustee has actual knowledge of Company's Insolvency, or has received notice from Company or a person claiming to be a creditor alleging that Company is Insolvent, Trustee shall have no duty to inquire whether Company is Insolvent. Trustee may in all events rely on such evidence concerning Company's solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning Company's solvency. (iii) If at any time Trustee has determined that Company is Insolvent, Trustee shall discontinue payments to the Agreement participant or his beneficiaries and shall hold the assets of the Trust for the benefit of Company's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of the Agreement participant or his beneficiaries to pursue their rights as general creditors of Company with respect to benefits due under the Agreement or otherwise. (iv) Trustee shall resume the payment of benefits to the Agreement participant or his beneficiaries in accordance with Section 2 of this Trust Agreement only after Trustee has determined that Company is not Insolvent (or is no longer Insolvent). (v) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to the Agreement participant or his beneficiaries under the terms of the Agreement for the period of such discontinuance, less the aggregate amount of any payments made to the Agreement participant or his beneficiaries by Company in lieu of the payments provided for hereunder during any such period of discontinuance. Section 4. PAYMENTS TO COMPANY. Except as provided in Section 3 hereof, after the Trust has become irrevocable, Company shall have no right or power to direct Trustee to return to Company or to divert to others any of the Trust assets before all payment of benefits have been made to the Agreement participant and his beneficiaries pursuant to the terms of the Agreement. Section 5. INVESTMENT AUTHORITY. (a) Trustee may invest in securities (including stock or rights to acquire stock) or obligations issued by Company. All rights associated with assets of the Trust shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with the Agreement participant. (b) Notwithstanding Section 5(a), voting rights with respect to Trust assets will be exercised by Company and dividend rights with respect to Trust assets will rest with Company. Section 6. DISPOSITION OF INCOME. During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested. Section 7. ACCOUNTING BY TRUSTEE. Trustee shall keep accurate and detailed records of all investments, receipts, disbursements and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Company and Trustee. Within 90 days following the close of each Plan Year (as defined in the Agreement) and within 60 days after the removal or resignation of Trustee, Trustee shall deliver to Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year as of the date of such removal or resignation, as the case may be. Section 8. RESPONSIBILITY OF TRUSTEE. (a) Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by Company which is contemplated by, and in conformity with, the terms of the Agreement or this Trust and is given in writing by Company. In the event of a dispute between Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If Trustee undertakes or defends any litigation arising in connection with this Trust, Company agrees to indemnify Trustee against Trustee's costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust. (c) Trustee may consult with legal counsel (who may also be counsel for Company generally) with respect to any of its duties or obligations hereunder. (d) Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) However, notwithstanding the provisions of Section 8(e) above, Trustee may loan to Company the proceeds of any borrowing against an insurance policy held as an asset of the Trust. (g) Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. Section 9. COMPENSATION AND EXPENSES OF TRUSTEE. Company shall pay all administrative and Trustees fees and expenses. If not so paid, the fees and expenses shall be paid from the Trust. Section 10. RESIGNATION AND REMOVAL OF TRUSTEE. (a) Trustee may resign at any time by written notice to Company, which shall be effective 60 days after receipt of such notice unless Company and Trustee agree otherwise. (b) Trustee may be removed by Company on 30 days notice or upon shorter notice accepted by Trustee. (c) If Trustee resigns, Trustee shall select a successor trustee in accordance with the provisions of Section 11 hereof prior to the effective date of Trustee's resignation or removal. (d) Upon resignation or removal of Trustee and appointment of a successor trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 60 days after receipt of notice of resignation, removal or transfer, unless Company extends the time limit. (e) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under paragraph(s) (a) or (b) of this Section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust. Section 11. APPOINTMENT OF SUCCESSOR. If Trustee resigns or is removed pursuant to the provisions of Section 10(d) hereof and selects a successor Trustee, Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. Section 12. AMENDMENT OR TERMINATION (a) This Trust Agreement may be amended by a written instrument executed by Trustee and Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Agreement or shall make the Trust revocable after it has become irrevocable in accordance with Section 1(b) hereof. (b) The Trust shall not terminate until the date on which the Agreement participant and his beneficiaries are no longer entitled to benefits pursuant to the terms of the Agreement. Upon termination of the Trust any assets remaining in the Trust shall be returned to Company. (c) Upon written approval of the participant or his beneficiaries entitled to payment of benefits pursuant to the terms of the Agreement, Company may terminate this Trust prior to the time all benefit payments under the Agreement have been made. All assets in the Trust at termination shall be returned to Company. Section 13. MISCELLANEOUS. (a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof. (b) Benefits payable to the Agreement participant and his beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process. (c) This Trust Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Section 14. EFFECTIVE DATE. The effective date of this Trust Agreement shall be the first day of the Plan Year (as defined in the Agreement) starting in 1999. INTELLIGENT ELECTRONICS, INC. By:______________________________ Title: ____________________________ Trustee ____________________________ Trustee EX-11 3 INTELLIGENT ELECTRONICS, INC. and Subsidiaries Exhibit 11 Primary Income Per Share Calculation Page 1 of 2
Three months ended Six months ended ---------------------------------------------- ----------------------------------------------- July 30, 1994 July 31, 1993 July 30, 1994 July 31, 1993 ---------------------------------------------- ----------------------------------------------- $ Per Share $ Per Share $ Per Share $ Per Share ---------- --------- --------- --------- ----------- --------- ---------- ---------- Continuing operations 2,695,000 $0.08 9,194,000 $0.26 15,488,000 $0.43 17,515,000 $0.48 Discontinued operation -- -- -- -- -- -- (2,468,000) (0.06) Sale of BizMart -- -- -- -- -- -- 6,298,000 0.17 ---------- --------- --------- --------- ---------- --------- ---------- ---------- Net income (loss) 2,695,000 $0.08 9,194,000 $0.26 15,488,000 $0.43 21,345,000 $0.59 ========== ========= ========== ========= ========== ========= ========== ========== Weighted average common shares outstanding, common share equivalents & other dilutive securities 35,849,715 35,815,645 35,951,865 36,257,439 ========== ========== ========== ========== Computation of Common Shares, Common Share Equivalents & Other Dilutive Securities Three months ended Six months ended ----------------------------------------------- ----------------------------------------------- July 30, 1994 July 31, 1993 July 30, 1994 July 31, 1993 ---------------------- ---------------------- --------------------- ---------------------- End of Weighted End of Weighted End of Weighted End of Weighted Period Average Period Average Period Average Period Average ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Common shares outstanding 39,467,719 35,215,154 38,741,834 35,109,604 39,467,719 35,172,791 38,741,834 35,304,221 Common share equivalents: Options 3,208,565 3,220,141 2,687,510 2,719,884 3,208,565 3,118,105 2,687,510 3,616,950 Assumed repurchased @ average price (2,585,580) (2,083,207) (2,339,031) (2,698,152) Warrants 0 0 0 105,495 0 0 0 52,747 Assumed repurchased @ average price 0 (36,131) 0 (18,327) ---------- ---------- ----------- ---------- Weighted average common share equivalents 634,561 706,041 779,074 953,218 ---------- ---------- ----------- ---------- Weighted average common shares outstanding, common share equivalents & other dilutive securities 35,849,715 35,815,645 35,951,865 36,257,439 ========== ========== ========== ==========
INTELLIGENT ELECTRONICS, INC. and Subsidiaries Exhibit 11 Fully Diluted Income Per Share Calculation Page 2 of 2 Three months ended Six months ended ---------------------------------------------- --------------------------------------------- July 30, 1994(1) July 31, 1993 July 30, 1994(1) July 31, 1993 ---------------------------------------------- --------------------------------------------- $ Per Share $ Per Share $ Per Share $ Per Share ----------- --------- ---------- --------- ---------- --------- ---------- --------- Continuing operations 2,695,000 $0.08 9,194,000 $0.26 15,488,000 $0.43 17,515,000 $0.48 Discontinued operation -- -- -- -- -- -- (2,468,000) (0.06) Sale of BizMart -- -- -- -- -- -- 6,298,000 0.17 ---------- --------- ---------- --------- ---------- --------- ---------- --------- Net income (loss) 2,695,000 $0.08 9,194,000 $0.26 15,488,000 $0.43 21,345,000 $0.59 ========== ========= ========== ========= ========== ========= ========== ========= Weighted average common shares outstanding, common share equivalents & other dilutive securities 35,849,715 35,919,837 35,951,865 36,386,351 ========== ========== ========== ========== Computation of Common Shares, Common Share Equivalents & Other Dilutive Securities Three months ended Six months ended ----------------------------------------------- ----------------------------------------------- July 30, 1994(1) July 31, 1993 July 30, 1994(1) July 31, 1993 ---------------------- ---------------------- ---------------------- ---------------------- End of Weighted End of Weighted End of Weighted End of Weighted Period Average Period Average Period Average Period Average ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Common shares outstanding 39,467,719 35,215,154 38,741,834 35,109,604 39,467,719 35,172,791 38,741,834 35,304,221 Common share equivalents: Options 3,208,565 3,220,141 2,687,510 2,719,884 3,208,565 3,118,105 2,687,510 3,616,950 Assumed repurchased @ ending price (2,585,580) (1,982,817) (2,339,031) (2,569,008) Warrants 0 0 0 105,495 0 0 0 52,747 Assumed repurchased @ ending price 0 (32,329) 0 (18,559) ---------- ---------- ---------- ---------- Weighted average common share equivalents 634,561 810,233 779,074 1,082,130 ---------- ---------- ---------- ---------- Weighted average common shares outstanding, common share equivalents & other dilutive securities 35,849,715 35,919,837 35,951,865 36,386,351 ========== ========== ========== ========== (1) For the three and six months ended July 30, 1994, the average market price for both periods exceeded the ending market price. As such, fully diluted earnings per share was antidilutive.
EX-27 4
5 1,000 6-MOS JAN-28-1995 JAN-30-1994 JUL-30-1994 146041 35814 23148 175 329828 554986 31710 17098 663269 433577 0 394 0 0 227794 663269 1555588 1555588 1482147 1482147 36155 63 0 38910 14817 15488 0 0 0 15488 0.43 0.43
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