-----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, DK5zq0fXCoA4UHfP3QzEmwNw5RUreVIT86iX7XaV083ADyrnI8rQL7eKVQ8Mr56Z yULsB8ZpLZWKcfGjs8bcdQ== 0000950150-98-000328.txt : 19980311 0000950150-98-000328.hdr.sgml : 19980311 ACCESSION NUMBER: 0000950150-98-000328 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980310 SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELL INDUSTRIES INC /NEW/ CENTRAL INDEX KEY: 0000945489 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 954530889 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 001-11471 FILM NUMBER: 98560619 BUSINESS ADDRESS: STREET 1: 11812 SAN VICENTE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90049-5069 BUSINESS PHONE: 3108262355 MAIL ADDRESS: STREET 1: 11812 SAN VICENTE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90049-5069 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA BELL INDUSTRIES INC DATE OF NAME CHANGE: 19950519 10-K 1 FORM 10-K 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K ------------------------ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1997 COMMISSION FILE NUMBER 1-11471 BELL INDUSTRIES LOGO ------------------------ CALIFORNIA 95-2039211 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 2201 EAST EL SEGUNDO BLVD. 90245-4608 EL SEGUNDO, CALIFORNIA (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 563-2355 ------------------------ SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED COMMON STOCK NEW YORK STOCK EXCHANGE PACIFIC STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None. 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, and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein. NOT APPLICABLE [X] As of March 1, 1998, the aggregate market value of the voting stock held by non-affiliates of the Registrant was: $122,767,000. As of March 1, 1998, the number of shares outstanding of the Registrant's class of common stock was: 9,332,169 . DOCUMENT INCORPORATED BY REFERENCE Proxy Statement for the 1998 Annual Meeting of Shareholders, May 5, 1998. PART III ================================================================================ 2 PART I ITEM 1. BUSINESS Bell Industries, Inc. ("Bell" or "the Company") is primarily a national distributor of electronic components. In addition, Bell distributes graphics and electronic imaging and recreational-related products. At December 31, 1997 Bell employed approximately 1,900 people. ELECTRONICS The Electronics Group (77% of 1997 sales) includes one of the nation's largest electronic components distributors. The Electronics Group sells the following products to over 20,000 customers nationally: semiconductors (Analog Devices, Cyrix, Dallas Semiconductor, IBM Microelectronics, Maxim, Microchip, NEC, Samsung, Sharp, SGS-Thomson); passive components (Aromat, AVX, Bourns, Murata, Vishay); connectors (Berg); microcomputers and related products (Apple, Compaq, Hewlett-Packard, IBM); and power supplies and board-level products. The group provides value-added services including: kitting; turnkey; SMART (automated replenishment system); assembly of custom cables; harnesses and connectors; contract purchasing; and direct programming of chips. Group manufacturing operations produce precision stampings used in the personal computer industry and electronic components including coils, filters and chokes marketed under the J.W. Miller name. The group's microcomputer distribution and services business specializes in the sale and support of computer hardware, software and peripherals, as well as, in-house and on-site training, help desk and application development to business and educational markets. The Electronics Group's distribution business is based in El Segundo, California and markets electronic components from more than 30 sales facilities located throughout the United States. The group's microcomputer distribution and services business is based in Indianapolis, Indiana and provides sales and services through six facilities located in Indiana, Ohio, Kentucky, Maryland, Virginia and Wisconsin. Electronic manufacturing facilities are located in Mountain View and Gardena, California. The group's electronics distribution business markets electronic components supplied by over 100 manufacturers and stocks over 50,000 items at a primary distribution center located in Southern California. During 1997, the group's ten largest electronic component suppliers accounted for approximately 40% of group sales. In January 1997, the Company completed the acquisition of Milgray Electronics, Inc. ("Milgray"), a publicly-traded distributor of electronic components. The purchase price for the stock of Milgray was approximately $100 million. Fiscal 1996 revenues for Milgray were $272 million. Since acquiring Milgray, the Company has integrated its electronics components business through consolidation of sales offices, conversion of business processes into a single unified business system, centralization of administrative functions, and combinations of distribution centers. GRAPHICS IMAGING The Graphics Imaging Group (18% of 1997 sales) distributes graphics and electronic imaging supplies and equipment throughout the upper Midwest and Western United States to the advertising and printing industries. The group is based in Los Angeles, California and markets its products through thirteen sales locations. Major product lines distributed by the group include film, plates, chemicals and other printing supplies from Agfa, DuPont, Eastman Kodak, Imation, Konica, and Western Litho as well as prepress and related electronic imaging equipment from Agfa, Apple, Howtek, Intergraph, and Screen. RECREATIONAL PRODUCTS The Recreational Products Group (5% of 1997 sales) distributes after-market products for the recreational vehicle, mobile home, motorcycle, snowmobile, and marine industries from facilities in St. Paul, Minnesota, Grand Rapids, Michigan and Milwaukee, Wisconsin. The group supplies more than 9,000 recreational vehicle-related products, as well as over 9,500 marine items, 10,000 motorcycle 1 3 items, and 7,000 snowmobile items. Major product lines distributed by the group include Bieffe Helmets, Dunlop, Nordyne, NGK, and Whirlpool. DISTRIBUTION Bell has distribution agreements with its suppliers that typically are renewable annually, specify geographic coverage and provide for inventory pricing, rotation and return privileges. Distribution agreements are nonexclusive and are generally cancelable by either party at any time or on short notice. The loss of a major supplier would likely adversely impact the operating results of the Company for some period. The Company believes that alternative sources for most, if not all, products would be available through other suppliers. In June 1996, the Company announced it had been awarded an all-location franchise to distribute a broad variety of semiconductors manufactured by Samsung Semiconductor, Inc. ("Samsung"). Management believed that the addition of the Samsung line would broaden the Company's product portfolio and complement existing product lines, thereby increasing the Company's customer base and creating additional opportunities for growth. In July 1996, National Semiconductor ("National"), the Company's largest supplier of electronic components, terminated, without notice or explanation, the Company's franchise to distribute National products (sales of National products totaled approximately 8% of consolidated net sales in 1995). In early 1997, after the acquisition of Milgray, the Company was notified that franchises to distribute products from two of Milgray's suppliers would be terminated as a result of marketing conflicts with the Samsung line. Shipments of products from these two suppliers represented approximately 13% of Milgray's 1996 revenues (or 4% of the pro forma revenues of Bell and Milgray combined). While the loss of the National franchise negatively impacted sales and profit levels in 1996 and that loss, coupled with the loss of the two Milgray suppliers, also negatively impacted 1997, management believes that the loss of these product sales will be mitigated in the longer-term through the substitution of existing competing product lines and from sales of Samsung products. ITEM 2. PROPERTIES At December 31, 1997, the Company leased 82 facilities containing approximately 766,000 square feet and owned eight facilities containing an aggregate of approximately 562,000 square feet. The facilities utilized by each of the Company's business segments are set forth in the following table:
AREA IN SQUARE FEET (NUMBER OF LOCATIONS) ---------------------------------- OWNED LEASED -------------- -------------- Electronics Group........................ 381,000 (4) 402,000 (61) Graphics Imaging Group................... 62,000 (2) 152,000 (14) Recreational Products Group.............. 67,000 (1) 146,000 (3) Corporate................................ 52,000 (1) 31,000 (2) Discontinued operations.................. 35,000 (2) ------- --- ------- --- 562,000 (8) 766,000 (82) ======= === ======= ===
For the most part, the Company's facilities are fully utilized, although excess capacity exists from time to time, based on product mix and demand. Management believes that these properties are in good condition and suitable for their present use. The Company has subleased all facilities related to discontinued operations. In 1996, the Company acquired a 52,000 square foot building in El Segundo, California to consolidate national service center and computer operations to a larger facility. The consolidation and occupancy of the building was completed in August 1997. The Company currently subleases the previous corporate office location. 2 4 In February 1997, the Company acquired a 265,000 square foot distribution center in Ontario, California to increase shipping capacity in view of the Milgray acquisition and the Electronics Group's anticipated growth. The Company plans to fully occupy the facility in 1998. A portion of the distribution center is currently subleased. In connection with the combination of Bell and Milgray electronics operations, the Company has terminated or sublet substantially all sales facilities which were underutilized as a result of the integration. ITEM 3. LEGAL PROCEEDINGS The Company is not involved in any litigation of a material nature which might affect its financial condition. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. EXECUTIVE OFFICERS OF THE REGISTRANT The Executive Officers of the Registrant are as follows:
YEAR FIRST NAMED NAME AGE POSITION OFFICER ---- --- -------- ---------- Tracy A. Edwards.................. 41 Executive Vice President -- Finance and 1991 Operations, and Chief Financial Officer(1) Gordon Graham..................... 63 President and Chief Executive Officer(2,3) 1986 D.J. Hough........................ 61 Senior Vice President 1984 and Chief Information Officer(4) Peter A. Resnick.................. 37 Vice President and Corporate Controller(5) 1998 Charles Troy...................... 53 Vice President(6) 1997 Stephen A. Weeks.................. 48 Vice President and Treasurer(7) 1994 Theodore Williams................. 77 Chairman of the Board 1969
- --------------- (1) Mr. Edwards was appointed Executive Vice President -- Finance and Operations, and Chief Financial Officer in January 1998. For the five years prior to that date, he served as Vice President and Chief Financial Officer. (2) Also serves as a member of the Board of Directors. (3) Mr. Graham was appointed Chief Executive Officer in January 1998. He was appointed President and Chief Operating Officer in November 1996. For the five years prior to that date, he served as Senior Vice President. (4) Mr. Hough was appointed Senior Vice President and Chief Information Officer in January 1998. For the five years prior to that date, he served as Vice President and Chief Information Officer. (5) Mr. Resnick was appointed Vice President in January 1998. He served as Corporate Controller since joining the Company in February 1996. For the five years prior to that date, Mr. Resnick was employed as Assistant Corporate Controller by Superior Industries International, Inc. a publicly-traded manufacturing company. (6) Mr. Troy was employed as President and Chief Executive Officer of E & S Ring Management Corporation, a regional property management firm, for the five years prior to his appointment as Vice President. (7) Mr. Weeks was appointed Vice President and Treasurer in January 1998. He was appointed Treasurer in July 1994. For the five years prior to that date he served in several accounting management positions. 3 5 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Bell's common stock (ticker symbol BI) is listed on the New York and Pacific Stock Exchanges. The following table shows the high, low and closing market prices for the Company's common stock during the eight most recent quarters.
QUARTER ENDED ---------------------------------------- MAR. 31 JUN. 30 SEP. 30 DEC. 31 ------- ------- ------- ------- Year ended December 31, 1997 High.......................................... $20.00 $16.75 $18.38 $18.75 Low........................................... 14.58 13.13 15.50 12.00 Close......................................... 15.00 15.63 16.88 13.75 Year ended December 31, 1996 High.......................................... $18.45 $18.33 $15.42 $18.13 Low........................................... 16.07 13.75 12.50 12.71 Close......................................... 16.97 13.96 12.92 17.82
Share prices in the table above were adjusted to give effect to a 20% stock dividend declared in May 1997 and 5% stock dividend declared in May 1996. Approximate number of record holders of common stock as of March 1, 1998: 1,500. 4 6 ITEM 6.SELECTED FINANCIAL DATA (Dollars in thousands, except per share data)
SIX MONTHS YEAR ENDED DECEMBER 31 ENDED YEAR ENDED JUNE 30 ------------------------------ DECEMBER 31 ------------------- 1997 1996 1995 1994(4) 1994 1993 -------- -------- -------- ------------- -------- -------- OPERATING RESULTS Net sales...................... $890,737 $623,193 $564,325 $255,372 $451,153 $365,323 Income from continuing operations, before extraordinary loss(1)........ $ 10,081 $ 15,927 $ 14,971 $ 5,309 $ 9,075 $ 5,005 Net income (loss)(3)........... $ 9,406 $ 15,927 $ 14,971 $ 5,619 $ 9,075 $ (5,025) Capital expenditures........... $ 16,195 $ 9,573 $ 5,019 $ 1,375 $ 2,562 $ 5,744 Depreciation and amortization................. $ 10,000 $ 6,228 $ 5,940 $ 2,891 $ 5,574 $ 5,735 FINANCIAL POSITION Working capital................ $208,012 $132,856 $136,227 $116,118 $107,455 $ 97,710 Total assets................... $431,233 $241,310 $233,882 $200,367 $184,713 $175,272 Long-term liabilities.......... $178,825 $ 30,584 $ 43,490 $ 40,936 $ 39,972 $ 47,569 Shareholders' equity........... $151,352 $138,461 $117,569 $101,770 $ 95,553 $ 86,288 SHARE AND PER SHARE DATA(2) BASIC Income from continuing operations, before extraordinary loss(1)........ $ 1.10 $ 1.80 $ 1.74 $ .62 $ 1.06 $ .59 Net income (loss).............. $ 1.03 $ 1.80 $ 1.74 $ .66 $ 1.06 $ (.59) Weighted average common shares(000's)................ 9,157 8,853 8,626 8,565 8,529 8,507 DILUTED Income from continuing operations, before extraordinary loss(1)........ $ 1.07 $ 1.75 $ 1.67 $ .60 $ 1.04 $ .58 Net income (loss).............. $ 1.00 $ 1.75 $ 1.67 $ .64 $ 1.04 $ (.59) Weighted average common shares(000's)................ 9,430 9,109 8,940 8,790 8,700 8,580 Shareholders' equity........... $ 16.23 $ 15.35 $ 13.53 $ 11.83 $ 11.19 $ 9.69 Market price -- high........... $ 20.00 $ 18.45 $ 20.34 $ 17.29 $ 14.22 $ 10.18 Market price -- low............ $ 12.00 $ 12.50 $ 14.08 $ 11.91 $ 9.63 $ 6.40 FINANCIAL RATIOS Current ratio.................. 3.1 2.8 2.9 3.0 3.2 3.4 Return on average shareholders' equity....................... 6.5% 12.4% 13.7% 11.3% 10.0% (5.6)% Long-term liabilities to total capitalization............... 54.2% 18.1% 27.0% 28.7% 29.5% 35.5%
- --------------- (1) Includes before-tax integration charge ($4,100) in 1997, and before-tax gain on sale of division ($3,050) and before-tax provision for lease commitment ($2,800) in 1995. (2) Share and per share data has been adjusted to give effect to a 20% stock dividend declared in May 1997, 5% stock dividends declared in May 1996 and 1995, and October 1994, and 4% stock dividend declared in July 1993. (3) Includes loss on early retirement of debt ($675) in 1997. (4) During the six months ended December 31, 1994, the Company changed its year end from June 30 to December 31. 5 7 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS This analysis contains forward looking comments which are based on current trends. Actual results may differ materially. In January 1997, Bell completed the acquisition of Milgray Electronics, Inc., a publicly traded distributor of electronic components. The results of the Company for 1997 include the results of the acquired business of Milgray. Pro forma operating results for 1996, assuming Milgray was acquired on January 1, 1996, were as follows: net sales -- $895 million; operating income -- $51.5 million; income before extraordinary loss -- $17.1 million; and net income -- $16.4 million. Results of operations by business segment were as follows (in thousands):
YEAR ENDED DECEMBER 31 -------------------------------- 1997 1996 1995 -------- -------- -------- Net sales Electronics.............................. $688,215 $462,358 $448,390 Graphics Imaging......................... 156,288 117,131 73,359 Recreational Products.................... 46,234 43,704 42,576 -------- -------- -------- $890,737 $623,193 $564,325 ======== ======== ======== Operating income Electronics (1).......................... $ 35,307 $ 33,045 $ 35,450 Graphics Imaging......................... 4,424 3,608 1,994 Recreational Products.................... 2,880 3,380 3,536 -------- -------- -------- 42,611 40,033 40,980 Corporate costs............................ (11,536) (8,899) (8,756) Interest expense........................... (12,309) (3,673) (3,612) Lease commitment provision................. (2,800) Income tax provision....................... (8,685) (11,534) (10,841) -------- -------- -------- Income before extraordinary loss........... 10,081 15,927 14,971 Extraordinary loss, net of tax............. 675 -------- -------- -------- Net income................................. $ 9,406 $ 15,927 $ 14,971 ======== ======== ========
A summary of comparative operating results data follows: Net sales.................................. 100.0% 100.0% 100.0% Cost of products sold.................... (78.9) (77.9) (77.4) Selling and administrative............... (16.0) (16.1) (16.4) Depreciation and amortization............ (1.1) (1.0) (1.1) Interest................................. (1.4) (0.6) (0.6) Integration charge....................... (.5) Lease commitment provision............... (0.5) Gain on sale of division................. 0.5 -------- -------- -------- Income before income taxes and extraordinary loss....................... 2.1 4.4 4.5 Income tax provision....................... (1.0) (1.9) (1.9) -------- -------- -------- Income before extraordinary loss........... 1.1% 2.5% 2.6% ======== ======== ========
- --------------- (1) Includes before-tax special charge of $4.1 million for costs associated with the integration of Bell and Milgray in 1997, and gain on sale of division of $3.1 million in 1995. 6 8 1997 COMPARED WITH 1996 Overall, the Company's net sales in 1997 declined slightly when compared to pro forma sales in 1996, as a result of weakness in certain segments of the Electronics Group partially offset by sales growth arising from recent acquisitions in the Graphics Imaging Group. The Company's profitability declined as a result of the sales performance, increased competitive pressures on gross margins, transition costs associated with the integration of Milgray, increased goodwill amortization, and higher interest costs. Electronics Group sales increased 49% to $688.2 million as compared to 1996 and decreased 6% when compared to the pro forma sales of Bell-Milgray combined for 1996. Operating income, before the integration charge, increased 19% to $39.4 million. When compared to the pro forma combined amounts for the prior year, operating income decreased 11%. Increased sales and operating income over historical amounts reflected the Milgray acquisition, partially offset by lower sales of electronic components. When compared to pro forma amounts, sales and operating income were impacted by softness in sales in certain electronic components, primarily memory based products, and transition costs associated with the combination of the Bell-Milgray operations. Lower sales of electronic components were partially offset by stronger performance in the Company's microcomputer business. Graphics Imaging Group sales increased 33% to $156.3 million and operating income increased 23% to $4.4 million. Operating results were positively impacted by the contribution from recently acquired business operations, partially offset by transition costs associated with certain acquisitions. Recreational Products Group sales increased 6% to $46.2 million as operating income decreased 15% to $2.9 million. Growth in sales and the reduction to operating income reflected the Group's expansion in Michigan and associated start-up costs. Cost of products sold as a percentage of sales increased to 78.9% compared to 77.9% in 1996, reflecting increased competitive market pressures on gross margins in certain segments, primarily in the Electronics Group. Selling and administrative expenses as a percentage of sales decreased slightly to 16.0% as compared with the prior year of 16.1%. Lower expenses, as a percentage of sales reflected the Company's efforts to reduce costs. The Company's income tax rate increased to 46% in 1997 from 42% in 1996 primarily as a result of increased non-deductible goodwill for income tax purposes. Since acquiring Milgray in January 1997, the Company has devoted considerable effort into integrating the electronics distribution operations to establish a unified selling organization. In July 1997, the Company successfully completed the installation of the Bell computer business system for the former Milgray operations. The Company is in the process of consolidating distribution centers to its new distribution center in Southern California. 1996 COMPARED WITH 1995 For the year ended December 31, 1996, the Company's net sales increased 10% to $623.2 million and operating income decreased 2% to $40 million compared with the prior year. Operating income in 1995 totaled $41 million and included a before-tax gain on sale of division of $3.1 million. Net income increased 6% to $15.9 million compared to $15 million in 1995. Net income for 1995 included the gain on division sale and a before-tax charge of $2.8 million relating to a lease commitment provision. Sales of the Electronics Group increased 3% to $462.4 million and operating income decreased 7% to $33 million. Excluding the $3.1 million gain on division sale in 1995, operating income increased 2% in 1996. Sales and income performance reflected increased sales of microcomputer systems and services, partially offset by reduced shipments of electronic components. Protracted weakness in the electronics market and the termination of the Company's National Semiconductor franchise impacted shipments of components, particularly during the second half of 1996. Graphics Imaging Group sales increased 60% to $117.1 million and operating income increased 81% to $3.6 million. Sales and operating income growth resulted from the group's planned expansion program through 7 9 strategic business acquisitions and new sales facilities as well as improved market conditions, particularly in California. Recreational Products Group sales for the year increased 3% to $43.7 million while operating income decreased 4% to $3.4 million. Operating results were affected by severe winter weather conditions in the upper Midwest which continued throughout the first half of the year, as well as costs related to expanding into Michigan. Cost of products sold as a percentage of sales increased slightly (77.9% from 77.4%) as a result of product mix changes. Selling and administrative expenses as a percentage of sales decreased to 16.1% from 16.4% due to ongoing cost control efforts. The Company's income tax rate was approximately 42% in 1996 and 1995. FINANCIAL CONDITION Selected financial position data is set forth in the following table (dollars in thousands except per share amounts):
DECEMBER 31 -------------------- 1997 1996 -------- -------- Cash and cash equivalents.............................. $ 5,377 $ 12,097 Working capital........................................ $208,012 $132,856 Current ratio.......................................... 3.1:1 2.8:1 Long-term liabilities to total capitalization.......... 54% 18% Shareholders' equity per share......................... $ 16.23 $ 15.35 Days' sales in receivables............................. 53 48 Days' sales in inventories............................. 93 76
Cash used in operating activities was $3.1 million in 1997 while operating activities generated cash of $37.5 million in 1996. Operating cash flows in 1997 were impacted by reduced earnings and increased investment in working capital. Financing cash flows included bank borrowings used primarily to fund the acquisition of Milgray and retirement of the Company's outstanding 9.7% Senior Notes, including approximately $1 million in make-whole premiums. Property additions included investment in the Company's information systems, completion of its new national service center in El Segundo, California as well as improvements to a new electronics distribution center. The acquisition of the 265,000 square foot distribution center, located in Ontario, California, was financed through the assumption of Industrial Revenue Bonds due in 2015. The distribution center and related bonds were recorded at estimated fair market value of $6.2 million. Concurrent with the acquisition of Milgray, the Company entered into a five-year $250 million secured revolving credit facility with a syndicate of banks. The new facility, which replaced the Company's $50 million line of credit, includes a $50 million term loan, payable quarterly over five years, and a revolving credit line. The Company believes that sufficient cash resources exist to support short-term requirements, including debt and lease payments, and longer term objectives, through available cash, bank borrowings and cash generated from operations. In 1997, the Company initiated a program to ensure all its business systems are Year 2000 compliant. The Company anticipates achieving this objective over the next two years by converting certain of its business systems to Year 2000 hardware and software platforms and by reprogramming other business systems for Year 2000 compliance. The estimated cost of the Year 2000 project has not been and is not expected to be material to the Company's financial position or results of operations. 8 10 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS
PAGE Financial Statements: ---- Report of Independent Accountants......................... 10 Consolidated Statement of Income for the three years ended December 31, 1997...................................... 11 Consolidated Balance Sheet at December 31, 1997 and 1996................................................... 12 Consolidated Statement of Shareholders' Equity for the three years ended December 31, 1997.................... 13 Consolidated Statement of Cash Flows for the three years ended December 31, 1997................................ 14 Notes to Consolidated Financial Statements................ 15 Financial Statement Schedule: Schedule II -- Valuation and Qualifying Accounts for the three years ended December 31, 1997............... 24
The financial data included in the financial statement schedule should be read in conjunction with the consolidated financial statements. All other schedules have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto. The individual financial statements of the Company have been omitted since the Company is primarily an operating company and the subsidiaries included in the consolidated financial statements are wholly owned and deemed to be totally held and do not have indebtedness to any person other than the Company or its consolidated subsidiaries in amounts which together exceed five percent of total consolidated assets as of December 31, 1997. 9 11 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of Bell Industries, Inc. In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Bell Industries, Inc. and its subsidiaries at December 31, 1997 and 1996, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1997, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICE WATERHOUSE LLP Los Angeles, California January 28, 1998 10 12 CONSOLIDATED STATEMENT OF INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA)
YEAR ENDED DECEMBER 31 -------------------------------- 1997 1996 1995 -------- -------- -------- Net sales.................................................. $890,737 $623,193 $564,325 -------- -------- -------- Costs and expenses Cost of products sold.................................... 703,068 485,634 436,568 Selling and administrative............................... 142,494 100,197 92,643 Depreciation and amortization............................ 10,000 6,228 5,940 Interest................................................. 12,309 3,673 3,612 Integration charge....................................... 4,100 Lease commitment provision............................... 2,800 Gain on sale of division................................. (3,050) -------- -------- -------- 871,971 595,732 538,513 -------- -------- -------- Income before income taxes and extraordinary loss.......... 18,766 27,461 25,812 Income tax provision....................................... 8,685 11,534 10,841 -------- -------- -------- Income before extraordinary loss........................... 10,081 15,927 14,971 Loss on early retirement of debt........................... 675 -------- -------- -------- Net income................................................. $ 9,406 $ 15,927 $ 14,971 ======== ======== ======== SHARE AND PER SHARE DATA BASIC Income before extraordinary loss......................... $ 1.10 $ 1.80 $ 1.74 Loss on early retirement of debt......................... 0.07 -------- -------- -------- Net income............................................... $ 1.03 $ 1.80 $ 1.74 ======== ======== ======== Weighted average common shares........................... 9,157 8,852 8,626 ======== ======== ======== DILUTED Income before extraordinary loss......................... $ 1.07 $ 1.75 $ 1.67 Loss on early retirement of debt......................... 0.07 -------- -------- -------- Net income............................................... $ 1.00 $ 1.75 $ 1.67 ======== ======== ======== Weighted average common shares........................... 9,430 9,109 8,940 ======== ======== ========
See accompanying Notes to Consolidated Financial Statements. 11 13 CONSOLIDATED BALANCE SHEET (DOLLARS IN THOUSANDS) ASSETS
DECEMBER 31 -------------------- 1997 1996 -------- -------- Current assets Cash and cash equivalents................................. $ 5,377 $ 12,097 Accounts receivable, less allowance for doubtful accounts of $2,673 and $1,626................................... 120,900 83,155 Inventories............................................... 173,801 104,049 Prepaid expenses and other................................ 8,990 5,820 -------- -------- Total current assets.............................. 309,068 205,121 -------- -------- Properties, at cost Land...................................................... 3,419 1,397 Buildings and improvements................................ 21,283 11,049 Equipment................................................. 41,642 34,361 -------- -------- 66,344 46,807 Less accumulated depreciation............................. (24,265) (24,758) -------- -------- Total properties.................................. 42,079 22,049 -------- -------- Goodwill, less accumulated amortization of $9,344 and $6,199.................................................... 72,758 8,795 Other assets................................................ 7,328 5,345 -------- -------- $431,233 $241,310 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable.......................................... $ 67,121 $ 43,839 Accrued payroll........................................... 9,265 7,663 Accrued liabilities....................................... 17,170 12,687 Current portion of long-term liabilities.................. 7,500 8,076 -------- -------- Total current liabilities......................... 101,056 72,265 -------- -------- Long-term debt.............................................. 172,330 24,571 Deferred compensation and other............................. 6,495 6,013 Shareholders' equity Preferred stock Authorized -- 1,000,000 shares Outstanding -- none Common stock Authorized -- 35,000,000 shares Outstanding -- 9,326,391 and 7,518,277 shares.......... 100,410 75,666 Reinvested earnings....................................... 50,942 62,795 -------- -------- Total shareholders' equity........................ 151,352 138,461 Commitments and contingencies -------- -------- $431,233 $241,310 ======== ========
See accompanying Notes to Consolidated Financial Statements. 12 14 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DOLLARS IN THOUSANDS)
COMMON STOCK OTHER --------------------- PAID-IN REINVESTED SHARES AMOUNT CAPITAL EARNINGS --------- -------- ------- ---------- Balance at December 31, 1994.................... 6,497,557 $ 1,624 $54,080 $46,066 Employee stock plans.......................... 74,415 441 388 Net income.................................... 14,971 5% stock dividend............................. 326,122 82 6,441 (6,524) Change in par value of common stock........... 60,909 (60,909) --------- -------- ------- ------- Balance at December 31, 1995.................... 6,898,094 63,056 -- 54,513 Employee stock plans.......................... 115,525 1,933 Net income.................................... 15,927 5% stock dividend............................. 351,510 7,645 (7,645) Purchases of businesses....................... 153,148 3,032 --------- -------- ------- ------- Balance at December 31, 1996.................... 7,518,277 75,666 -- 62,795 Employee stock plans.......................... 274,061 3,361 Net income.................................... 9,406 20% stock dividend............................ 1,522,821 21,259 (21,259) Exercise of warrants and other................ 11,232 124 --------- -------- ------- ------- Balance at December 31, 1997.................... 9,326,391 $100,410 $ -- $50,942 ========= ======== ======= =======
See accompanying Notes to Consolidated Financial Statements. 13 15 CONSOLIDATED STATEMENT OF CASH FLOWS (IN THOUSANDS)
YEAR ENDED DECEMBER 31 ----------------------------------- 1997 1996 1995 --------- --------- --------- Cash flows from operating activities: Net income............................................ $ 9,406 $ 15,927 $ 14,971 Depreciation and amortization......................... 6,294 5,541 5,342 Amortization of intangibles........................... 3,706 687 598 Provision for losses on accounts receivable........... 2,138 1,235 1,716 Integration charge.................................... 4,100 Loss on early retirement of debt...................... 675 Gain on sale of division.............................. (3,050) Lease commitment provision............................ 2,800 Changes in assets and liabilities, net of acquisitions....................................... (29,374) 14,061 (19,459) --------- --------- --------- Net cash provided by (used in) operating activities.................................. (3,055) 37,451 2,918 --------- --------- --------- Cash flows from investing activities: Purchases of businesses............................... (100,404) (10,815) (3,419) Purchases of properties............................... (16,195) (9,573) (5,019) Proceeds from sale of division........................ 7,754 --------- --------- --------- Net cash used in investing activities......... (116,599) (20,388) (684) --------- --------- --------- Cash flows from financing activities: Payments on Senior Notes and capital leases........... (25,633) (6,918) (5,675) Bank borrowings (payments), net....................... 137,852 (4,800) 3,800 Debt issuance costs................................... (2,770) Employee stock plans and other........................ 3,485 1,933 829 --------- --------- --------- Net cash provided by (used in) financing activities.................................. 112,934 (9,785) (1,046) --------- --------- --------- Net increase (decrease) in cash and cash equivalents.... (6,720) 7,278 1,188 Cash and cash equivalents at beginning of year.......... 12,097 4,819 3,631 --------- --------- --------- Cash and cash equivalents at end of year................ $ 5,377 $ 12,097 $ 4,819 ========= ========= ========= Changes in assets and liabilities, net of acquisitions: Accounts receivable................................... $ (1,734) $ 2,634 $ (9,288) Inventories........................................... (19,577) 22,917 (24,341) Accounts payable...................................... (3,173) (5,259) 7,011 Accrued liabilities and other......................... (4,890) (6,231) 7,159 --------- --------- --------- Net change.................................... $ (29,374) $ 14,061 $ (19,459) ========= ========= ========= Supplemental cash flow information: Interest paid......................................... $ 12,023 $ 3,863 $ 3,759 Income taxes paid..................................... $ 3,762 $ 12,624 $ 11,190
See accompanying Notes to Consolidated Financial Statements. 14 16 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SUMMARY OF ACCOUNTING POLICIES Principles of consolidation -- The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. All significant intercompany transactions have been eliminated. Statement of cash flows -- The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Revenue recognition and receivables -- The Company is primarily a national distributor of electronic components. In addition, the Company distributes graphics and electronic imaging products throughout the western and central United States and recreational-related products in the north central United States. Sales are recognized and trade receivables are recorded when products are shipped. Concentrations of credit risk with respect to trade receivables are limited due to the large number and general dispersion of trade accounts which constitute the Company's customer base. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. The Company estimates reserves for potential credit losses and such losses have been within these estimates. Inventories -- Inventories are stated at the lower of cost (determined using weighted average and first-in, first-out methods) or market (net realizable value). Properties, depreciation and amortization -- All properties are depreciated using the straight-line method based upon estimated useful lives which range from 25 to 40 years for buildings and 2 to 10 years for equipment. Leasehold improvements and assets recorded under capital leases are amortized over the shorter of their estimated service lives or the term of the lease. Goodwill -- Cost in excess of the fair value of net assets of purchased businesses (goodwill) is amortized using the straight-line method over 25 years. The Company periodically evaluates the recorded value of its operating assets, including goodwill, and recognizes impairments when the estimated future undiscounted cash flows from the use of the assets are less than the recorded value. Income taxes -- Provision is made for the tax effects of temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities. In estimating deferred tax balances, the Company considers all expected future events other than enactments of changes in the tax law or rates. Stock option plans -- The Company measures and records compensation expense relating to stock options as the excess, if any, between the market value of shares on the date of option grant and the expected proceeds upon exercise. Such expense is accrued ratably over the period to be benefited. The Company has adopted the provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123") to disclose the impact of compensation cost on earnings as determined under the fair value method prescribed by SFAS No. 123. Per share data -- Basic earnings per share data is based upon the weighted average number of common shares outstanding. Diluted earnings per share data is based upon the weighted average number of common shares outstanding plus the number of common shares potentially issuable for dilutive securities such as stock options and warrants. Use of estimates -- Certain amounts and disclosures included in the consolidated financial statements required the use of management estimates which could differ from actual results. ACQUISITION OF MILGRAY ELECTRONICS In January 1997, the Company completed the acquisition of Milgray Electronics, Inc. ("Milgray"), a publicly traded distributor of electronics components. Under the terms of the acquisition, shareholders of Milgray received $14.77 per share for an aggregate purchase price of approximately $100 million. 15 17 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The Company financed the acquisition through borrowings under a credit facility arranged with a syndicate of banks. The acquisition was accounted for under the purchase method of accounting and operating results of Milgray are included from the acquisition date in the financial statements of the Company. The fair value of non-cash assets acquired, including goodwill, was approximately $167 million and liabilities assumed totaled approximately $67 million. Goodwill of $67 million is being amortized over 25 years on a straight-line basis. In the first quarter of 1997, in conjunction with the acquisition, the Company recorded a special before-tax charge totaling $4.1 million, for costs associated with the integration of Milgray, including provisions for severance, lease and related exit costs, and costs related to supplier terminations. Substantially all amounts related to the integration were expended during 1997. The following unaudited pro forma information presents a summary of consolidated results of operations of the Company and Milgray as if the acquisition had occurred January 1, 1996. The unaudited pro forma results include estimates for goodwill amortization and increased interest expense (in thousands, except per share):
1996 -------- Net sales................................................... $895,300 Income before extraordinary loss............................ $ 17,085 Net income.................................................. $ 16,410 Income before extraordinary loss per share: Basic..................................................... $ 1.93 Diluted................................................... $ 1.88 Net income per share: Basic..................................................... $ 1.85 Diluted................................................... $ 1.80
LONG-TERM DEBT Long-term debt consisted of the following (in thousands):
DECEMBER 31 -------------------- 1997 1996 -------- -------- Bank borrowings........................................ $173,500 $ 8,000 Industrial Revenue Bonds............................... 6,330 9.70% Senior Notes..................................... 23,714 -------- -------- 179,830 31,714 Less current portion................................... 7,500 7,143 -------- -------- $172,330 $ 24,571 ======== ========
Concurrent with the acquisition of Milgray, the Company entered into a $250 million secured revolving credit facility expiring in December 2001 with a syndicate of banks to finance the purchase of Milgray, retire all existing debt of both companies and provide for ongoing working capital requirements. Borrowings under the facility are secured by the Company's receivables and inventories. The new facility, which replaced the Company's previous bank line of credit, provides for interest at either the bank's reference rate or LIBOR plus 1.50% (7.4% at December 31, 1997). The facility includes a $50 million term loan, payable quarterly over five years, and a revolving credit line. The facility is subject to an annual commitment fee of .375% on the unused line of credit. The agreement underlying the facility contains provisions for asset acquisition limits, the maintenance of financial ratios, prohibition of dividends (other than stock dividends), and other restrictions. 16 18 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) In connection with the placement of the credit facility, the Company redeemed its outstanding 9.70% Senior Notes for $24.7 million, including $1 million in make-whole premiums. The transaction resulted in an extraordinary charge in 1997 of $675,000, net of income tax benefit of $419,000. In February 1997, in connection with the acquisition of a 265,000 square foot distribution center in Ontario, California, the Company assumed $9 million of variable rate (approximately 3.5% at December 31, 1997) Industrial Revenue Bonds due in 2015. The bonds and related distribution center were recorded at an estimated fair value of $6.2 million. The bonds are secured by a $9 million irrevocable letter of credit. The fair value of the bonds at December 31, 1997 was approximately $7.2 million as estimated using an interest rate currently available to the Company for debt with similar terms and remaining maturities. In May 1997, the Company entered into separate interest rate swap agreements with two banks in an aggregate notional amount of $50 million to manage variable interest rate exposures. The agreements expire in May 2000. The Company agreed to exchange, at quarterly intervals, the difference between the Company's variable pay rate of 90 day LIBOR with the banks' fixed pay rate of 6.6%. The notional amounts of these agreements do not represent amounts exchanged by the parties and thus, are not a measure of the exposure to the Company. While it is the Company's intention to hold these contracts through expiration, the cost to terminate the swap agreements was $840,000 at December 31, 1997, based on the fair value of the swap agreements as determined by reference to current interest rates and agreements with similar terms. Aggregate maturities of long-term debt are as follows (in thousands): 1998..................... $ 7,500 2000..................... $ 12,500 1999..................... $10,000 2001..................... $143,500
COMMON STOCK In May 1997, the Board of Directors declared a 20% stock dividend payable to shareholders of record on May 30, 1997. In May 1996, the Board of Directors declared a 5% stock dividend payable to shareholders of record on May 24, 1996. In May 1995, the Board of Directors declared a 5% stock dividend payable to shareholders of record on May 26, 1995. Share and per share amounts were adjusted to give effect to the dividends. At the 1996 Annual Meeting, shareholders approved a proposal to increase the number of authorized shares of common stock from 10 million to 35 million. At the 1995 Annual Meeting, shareholders approved a plan to change the Company's state of incorporation from Delaware to California. Effective June 30, 1995, the plan was completed and each share of Bell Delaware common stock ($.25 par value) was converted to one share of Bell California common stock. This change resulted in the transfer of $60.9 million from other paid-in capital to common stock on that date. STOCK PLANS AND WARRANTS The Company's 1990 Stock Option and Incentive Plan (the "1990 Plan") and 1994 Stock Option Plan (the "1994 Plan") each authorized 500,000 shares of common stock to be available for purchase by employees. At the 1997 Annual Meeting, the shareholders approved an amendment to the 1994 Plan which authorized an additional 500,000 shares of common stock. At the 1996 Annual Meeting the shareholders approved the Non-Employee Director Stock Option Plan (the "1996 Plan"), which authorized 150,000 shares of common stock to be available for purchase by non-employee directors of the Company. Under the stock option plans, both incentive and nonqualified stock options, stock appreciation rights and restricted stock may be granted. Options outstanding under the plans generally have a maximum term of five years, vest over four years and were issued at market value. Weighted average exercise prices at December 31, 1997 include the effect of the repricing of certain stock options during 1997. 17 19 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) A summary of activity under the plans follows:
WEIGHTED AVERAGE AVAILABLE SHARES EXERCISE FAIR VALUE FOR FUTURE UNDER PRICE OF OPTION GRANT OPTION PER SHARE PER SHARE ---------- --------- --------- ---------- Outstanding at December 31, 1994................. 572,556 455,904 $14.67 Granted........................................ (118,500) 118,500 23.75 $7.98 Exercised...................................... (16,300) 6.68 Canceled....................................... 10,711 (11,284) 10.85 Adjustment for 5% stock dividend............... 28,327 22,790 -------- --------- ------ Outstanding at December 31, 1995................. 493,094 569,610 16.28 Granted........................................ (161,500) 161,500 20.42 $6.55 Exercised...................................... (34,864) 7.88 Canceled....................................... 9,439 (9,439) 19.30 Adjustment for 5% stock dividend............... 27,629 32,795 Adoption of 1996 Plan.......................... 150,000 -------- --------- ------ Outstanding at December 31, 1996................. 518,662 719,602 16.83 Granted........................................ (533,000) 533,000 19.39 $8.64 Exercised...................................... (156,140) 10.72 Canceled....................................... 100,272 (100,272) 17.57 Adjustment for 20% stock dividend.............. 149,165 168,886 Amendment to 1994 Plan......................... 500,000 -------- --------- ------ Outstanding at December 31, 1997................. 735,099 1,165,076 $14.32 ======== ========= ======
A summary of weighted average amounts for stock options outstanding at December 31, 1997 follows:
REMAINING OPTION LIFE OPTIONS OPTIONS EXERCISE IN YEARS OUTSTANDING EXERCISABLE PRICE ----------- ----------- ----------- --------- 1..................................... 59,672 59,672 $ 9.17 2..................................... 236,002 135,610 13.38 3..................................... 123,232 36,969 14.38 4..................................... 172,770 62,637 14.40 5..................................... 573,400 -- -- -------- --------- 1,165,076 294,888 $12.87 ======== =========
At December 31, 1996 and 1995, 204,436 and 100,239 options were exercisable at weighted average exercise prices of $13.12 and $11.33. Under the Bell Industries Employees' Stock Purchase Plan (the "ESPP") 750,000 shares were authorized for future issuance to Bell employees. Eligible employees may purchase Bell stock at 85% of market value through the ESPP at various offering times during the year. Under the ESPP, the Company issued 117,921, 74,024, and 58,115 shares during 1997, 1996, and 1995. The weighted average fair value per share of the purchase rights granted in 1997, 1996 and 1995 were $3.90, $4.28 and $4.57. At December 31, 1997, 704,591 shares were available for future issuance under the ESPP. In 1993, the Company's previous senior noteholders received warrants to purchase 258,320 shares of the Company's common stock, exercisable at any time prior to February 1, 2001 at $9.40 per share. In 1997, warrants representing 8,668 shares were exercised and warrants to purchase 249,652 shares remain outstanding at December 31, 1997. 18 20 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The Black-Scholes model was utilized for estimating the fair value of stock-based grants using an assumed volatility of approximately 30% and an expected four year life for stock options, and an assumed volatility of approximately 10% and an expected four month life for the ESPP. The assumed risk free interest rate ranged between 5% and 6% for all plans. Stock based compensation costs determined under the fair value method would have reduced the Company's reported net income by $1.2 million ($.13 per share) in 1997, $0.5 million ($.05 per share) in 1996, and $0.3 million ($.03 per share) in 1995. INCOME TAXES The income tax provision charged to operations was as follows (in thousands):
1997 1996 1995 ------- ------- ------- Current Federal..................................... $ 3,921 $ 8,259 $10,326 State....................................... 1,296 2,273 2,438 Deferred Federal..................................... 3,072 810 (1,755) State....................................... 396 192 (168) ------- ------- ------- $ 8,685 $11,534 $10,841 ======= ======= =======
A reconciliation of the federal statutory tax rate to the effective tax rate follows:
1997 1996 1995 ------- ------- ------- Federal statutory tax rate.................... 35.0% 35.0% 35.0% State taxes, net of federal benefit........... 5.8 5.8 5.6 Non-deductible goodwill....................... 5.6 0.6 0.5 Other, net.................................... (.1) 0.6 0.9 ------- ------- ------- Effective tax rate............................ 46.3% 42.0% 42.0% ======= ======= =======
The provision (credit) for deferred income taxes is summarized as follows (in thousands):
1997 1996 1995 ------- ------- ------- Receivables allowance......................... $ 550 $ 26 $ (177) Inventory reserves............................ 727 58 190 Employee benefit accruals..................... 219 148 (530) Depreciation.................................. 396 429 (221) Lease commitment provision.................... 870 8 (1,106) Other......................................... 706 333 (79) ------- ------- ------- $ 3,468 $ 1,002 $(1,923) ======= ======= =======
19 21 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Deferred tax balances were composed of the following (in thousands):
DECEMBER 31 ---------------- 1997 1996 ------ ------ Deferred tax assets: Receivables allowance.................................... $1,404 $ 564 Inventory reserves....................................... 3,210 409 Employee benefit accruals................................ 2,600 2,018 Lease commitment provision............................... 696 1,098 Discontinued operations.................................. 1,705 2,305 Other.................................................... 665 309 ------ ------ 10,280 6,703 Deferred tax liabilities: Depreciation............................................. (675) (357) ------ ------ Net deferred tax balances.................................. $9,605 $6,346 ====== ======
Current deferred income tax benefits, included with prepaid expenses and other, and noncurrent deferred income tax benefits, included with other assets, were as follows (in thousands):
DECEMBER 31 ---------------- 1997 1996 ------ ------ Current deferred income tax benefits Federal.................................................. $7,936 $4,339 State.................................................... 506 94 Noncurrent deferred income tax benefits Federal.................................................. 1,036 1,702 State.................................................... 127 211 ------ ------ $9,605 $6,346 ====== ======
EMPLOYEE BENEFIT AND DEFERRED COMPENSATION PLANS The Company has a qualified, trusteed, savings and profit sharing plan for eligible employees. Employees must contribute at least 1% of their annual compensation to participate in the plan. The Company's contributions to the plan, as determined by the Board of Directors, were $.9 million in 1997, $1.1 million in 1996 and $1 million in 1995. The Company has deferred compensation plans available for certain directors, officers and other key employees. Expense associated with the deferred compensation element of these plans was $0.7 million in 1997, $0.6 million in 1996 and $1.1 million in 1995. The Company provides postretirement medical coverage for qualifying employees who were employed prior to January 1, 1998. Annual costs and accumulated and vested benefit obligations relating to postretirement medical benefits were not significant. 20 22 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) COMMITMENTS AND CONTINGENCIES At December 31, 1997 the Company had operating leases on certain of its facilities and equipment expiring in various years through 2004. Under certain operating leases, the Company is required to pay property taxes and insurance. Rent expense pertaining to operating leases was $7.5 million in 1997, $4.7 million in 1996 and $3.9 million in 1995. Amortization of capitalized leases, which expired in 1997, amounted to $.9 million in 1997, $1.7 million in 1996 and $1.6 million in 1995. Minimum annual rentals on operating leases for the five years subsequent to 1997 and thereafter are as follows (in thousands): 1998....................................................... $ 8,142 1999....................................................... 7,152 2000....................................................... 2,673 2001....................................................... 1,472 2002....................................................... 1,134 Thereafter............................................... 707 ------- $21,280 =======
The Company is involved in litigation incidental to its business. In the opinion of management, the expected outcome of such litigation will not materially affect the Company's financial position or results of operations. SPECIAL ITEMS In 1995, the Company sold the assets of a division which manufacturers switches, push-buttons and electroluminescent panels used in commercial aircraft. Total cash proceeds were approximately $7.7 million resulting in a gain before income taxes of $3.1 million. Operating results of the division were not material to the Company's consolidated operating results. In 1995, the Company agreed to purchase a building to consolidate national service and computer center operations at a larger facility. The related decision to sublease the corporate offices for the remaining lease term resulted in a $2.8 million charge for the net lease commitment. 21 23 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) BUSINESS SEGMENT INFORMATION Depreciation and amortization, identifiable assets, and capital expenditures by business segment are as follows (in thousands):
YEAR ENDED DECEMBER 31 -------------------------------- 1997 1996 1995 -------- -------- -------- Depreciation and amortization Electronics...................................... $ 2,784 $ 2,077 $ 2,007 Graphics Imaging................................. 704 444 185 Recreational Products............................ 232 225 215 Corporate........................................ 6,280 3,482 3,533 -------- -------- -------- $ 10,000 $ 6,228 $ 5,940 ======== ======== ======== Identifiable assets Electronics...................................... $326,636 $143,631 $175,278 Graphics Imaging................................. 53,477 51,184 22,553 Recreational Products............................ 18,840 19,064 16,548 Corporate........................................ 32,280 27,431 19,503 -------- -------- -------- $431,233 $241,310 $233,882 ======== ======== ======== Capital expenditures Electronics...................................... $ 7,341 $ 2,756 $ 3,246 Graphics Imaging................................. 138 1,079 574 Recreational Products............................ 212 467 196 Corporate........................................ 8,504 5,271 1,003 -------- -------- -------- $ 16,195 $ 9,573 $ 5,019 ======== ======== ========
The net sales and operating income of each of the Company's business segments are included under "Item 7. Management's Discussion and Analysis of Results of Operations and Financial Condition." A description of the Company's business and products appears under "Item 1. Business." Sales between product groups are insignificant. Corporate assets are primarily cash, information technology equipment and deferred income tax benefits. During 1996 the Company purchased five graphics distribution businesses for approximately $10.8 million in cash and the issuance of 153,148 shares of common stock. The Company purchased two distribution businesses during 1995 for approximately $3.4 million in cash. Goodwill related to these transactions was not significant. Operating results for the purchased businesses were not significant. 22 24 QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA)
QUARTER ENDED -------------------------------------------- MAR. 31 JUN. 30 SEP. 30 DEC. 31 -------- -------- -------- -------- YEAR ENDED DECEMBER 31, 1997 Net sales................................................ $218,503 $233,779 $225,448 $213,007 -------- -------- -------- -------- Costs and expenses Cost of products sold.................................. 170,820 184,787 178,234 169,227 Selling and administrative............................. 36,807 36,940 34,489 34,258 Depreciation and amortization.......................... 2,567 2,593 2,385 2,455 Interest............................................... 2,681 2,908 3,221 3,499 Integration charge..................................... 4,100 -------- -------- -------- -------- 216,975 227,228 218,329 209,439 -------- -------- -------- -------- Income before income taxes and extraordinary loss........ 1,528 6,551 7,119 3,568 Income tax provision..................................... 699 3,082 3,311 1,593 -------- -------- -------- -------- Income before extraordinary loss......................... 829 3,469 3,808 1,975 Loss on early retirement of debt......................... 675 -------- -------- -------- -------- Net income............................................... $ 154 $ 3,469 $ 3,808 $ 1,975 ======== ======== ======== ======== SHARE AND PER SHARE DATA BASIC Income before extraordinary loss....................... $ .09 $ .38 $ .42 $ .21 ======== ======== ======== ======== Net income............................................. $ .02 $ .38 $ .42 $ .21 ======== ======== ======== ======== Weighted average common shares......................... 9,069 9,113 9,171 9,274 ======== ======== ======== ======== DILUTED Income before extraordinary loss....................... $ .09 $ .37 $ .40 $ .21 ======== ======== ======== ======== Net income............................................. $ .02 $ .37 $ .40 $ .21 ======== ======== ======== ======== Weighted average common shares......................... 9,388 9,321 9,494 9,515 ======== ======== ======== ======== YEAR ENDED DECEMBER 31, 1996 Net sales................................................ $143,050 $156,709 $164,306 $159,128 Costs and expenses Cost of products sold.................................. 110,511 121,665 128,594 124,864 Selling and administrative............................. 24,480 24,766 25,658 25,293 Depreciation and amortization.......................... 1,559 1,486 1,550 1,633 Interest............................................... 959 885 952 877 -------- -------- -------- -------- 137,509 148,802 156,754 152,667 -------- -------- -------- -------- Income before income taxes............................... 5,541 7,907 7,552 6,461 Income tax provision..................................... 2,329 3,319 3,172 2,714 -------- -------- -------- -------- Net income............................................... $ 3,212 $ 4,588 $ 4,380 $ 3,747 ======== ======== ======== ======== SHARE AND PER SHARE DATA BASIC Net income............................................. $ .37 $ .52 $ .49 $ .42 ======== ======== ======== ======== Weighted average common shares......................... 8,746 8,843 8,867 8,953 ======== ======== ======== ======== DILUTED Net income............................................. $ .36 $ .50 $ .48 $ .41 ======== ======== ======== ======== Weighted average common shares......................... 9,053 9,138 9,051 9,193 ======== ======== ======== ========
23 25 SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS (IN THOUSANDS)
ADDITIONS DEDUCTIONS --------- ---------- BALANCE AT CHARGE TO ACCOUNTS BALANCE AT BEGINNING COSTS AND CHARGED END DESCRIPTION OF PERIOD EXPENSES OFF OF PERIOD ----------- ---------- --------- ---------- ---------- Allowance for doubtful accounts: Year ended December 31: 1995...................................... $1,041 1,716 1,285 $1,472 1996...................................... $1,472 1,235 1,081 $1,626 1997...................................... $1,626 2,138 1,091 $2,673
24 26 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (a) Directors: The information required by Item 10 with respect to directors appears in the Proxy Statement for the 1998 Annual Meeting of Shareholders and is hereby incorporated by reference. (b) Executive Officers: The information required by Item 10 with respect to Executive Officers appears in Part I of this Annual Report on Form 10-K. ITEM 11. EXECUTIVE COMPENSATION The information required by Item 11 appears in the Proxy Statement for the 1998 Annual Meeting of Shareholders and is hereby incorporated by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required by Item 12 appears under "Election of Directors" in the Proxy Statement for the 1998 Annual Meeting of Shareholders and is hereby incorporated by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by Item 13 appears in the Proxy Statement for the 1998 Annual Meeting of Shareholders and is hereby incorporated by reference. 25 27 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K (a) 1. FINANCIAL STATEMENTS: The Consolidated Financial Statements and Report of Independent Accountants dated January 28, 1998 are included under Item 8 of this Annual Report on Form 10-K. 2.FINANCIAL STATEMENT SCHEDULE: The financial statement schedule listed in the Index to Financial Statements included under Item 8 is filed as part of this Annual Report on Form 10-K. 3. EXHIBITS: 2.(a) Agreement and Plan of Merger, dated as of November 26, 1996 among Registrant, ME Acquisitions, Inc., and Milgray Electronics, Inc. is incorporated by reference to Exhibit 2.1 of the Form 8-K dated January 7, 1997. 3.(a) The Restated Articles of Incorporation and Restated By-laws are incorporated by reference to Exhibits 3.1 and 3.2, respectively, to Registrant's Form 8-B dated March 22, 1995, as amended. 4.(a) The Specimen of Registrant's Common Stock certificates is incorporated by reference to Exhibit 5 to Amendment number 1 to Registrant's Form 8-B filed January 15, 1980. (b) Warrant Agreement dated September 15, 1993 including Form of Warrant Certificate issued to the named Insurance Companies included in the Note Purchase Agreement dated February 1, 1991, as amended, is incorporated by reference to Exhibit 4.e of the Form 10-K dated June 30, 1993. 10.(a) The Employment and Deferred Compensation Agreements dated January 1, 1979 and the Amendment thereto dated August 6, 1979 concerning certain officers of Registrant are incorporated by reference to Exhibits 9A, 9C and 9D to Amendment number 1 to Registrant's Form 8-B dated November 19, 1979. (b) The 1990 Stock Option and Incentive Plan is incorporated by reference to Exhibit A of Registrant's definitive Proxy Statement (File No. 1-7899) filed in connection with the Annual Meeting of Shareholders held October 29, 1990. (c) The 1993 Employees' Stock Purchase Plan is incorporated by reference to Exhibit A of Registrant's definitive Proxy Statement (File No. 1-7899) filed in connection with the Annual Meeting of Shareholders held November 2, 1993. (d) The Amendment to Employment and Deferred Compensation Agreement dated September 14, 1994 is incorporated by reference to Exhibit (10) of the Registrant's Quarterly Report on Form 10-Q dated September 30, 1994. (e) The Bell Industries, Inc. Directors' Retirement Plan for Non-employees is incorporated by reference to Exhibit (99) of the Registrant's Quarterly Report on Form 10-Q dated September 30, 1994. (f) The 1994 Stock Option Plan is incorporated by reference to Exhibit A of the Registrant's definitive Proxy Statement (File No. 1-7899) filed in connection with the Annual Meeting of Shareholders held on November 1, 1994. (g) Employment and Deferred Compensation Agreement dated February 15, 1995 between the Registrant and Paul F. Doucette is incorporated by reference to Exhibit 10.8 to Registrant's Form 8-B dated March 22, 1995, as amended. (h) Form of Severance Agreement between the Registrant and its executive officers, other than Messrs. Williams and Doucette is incorporated by reference to Exhibit 10.9 to Registrant's Form 8-B dated March 22, 1995, as amended.
26 28 (i) Form of Indemnity Agreement between the Registrant and its executive officers and directors is incorporated by reference to Exhibit 10.10 to Registrant's Form 8-B dated March 22, 1995, as amended. (j) The Amendment to Employment and Deferred Compensation Agreement dated September 26, 1995 is incorporated by reference to Exhibit 10.k to Registrant's Form 10-K dated December 31, 1995. (k) Non-Employee Directors' Stock Option Plan, as revised is, incorporated by reference to Exhibit 10.l to Registrant's Form 10-K dated December 31, 1995. (l) Form of Stock Option Agreement between the Registrant and Non-employee Directors is incorporated by reference to Exhibit 10.m to Registrant's Form 10-K dated December 31, 1995. (m) Asset Purchase Agreement by and between Bell Industries, Inc. and IDD Aerospace Corp. dated October 2, 1995 is incorporated by reference to Exhibit 10.n to Registrant's Form 10-K dated December 31, 1995. (n) The Amendment to Employment and Deferred Compensation Agreement between the Registrant and Theodore Williams dated November 21, 1996 is incorporated by reference to Exhibit 10.n to Registrant's 10-K dated December 31, 1996. (o) Credit Agreement dated as of January 7, 1997 among Registrant, Bell Ontario Holding, Inc., the Lenders listed therein, and Union Bank of California, N.A., as agent (which includes, among the Exhibits, Form of Company Security Agreement, Form of Company Pledge Agreement, Form of Subsidiary Security Agreement, Form of Subsidiary Guarantee and Form of Subsidiary Pledge Agreement) is incorporated by reference to Exhibit 10.1 to Registrant's Form 8-K dated January 7, 1997. (p) Amendments No. 1, 2, 3 and 4 to the Credit Agreement dated January 21, 1997, February 7, 1997, August 1, 1997 and December 31, 1997 among Registrant, Bell Ontario Holding, Inc., the Lenders listed therein, and Union Bank of California, N.A., as agent. (q) Severance Agreement dated as of January 20, 1997 between the Registrant and Bruce M. Jaffe is incorporated by reference and Exhibit 10.p to Registrant's Form 10-K dated December 31, 1996. (r) Amendment to the 1994 Stock Option Plan dated August 8, 1997 is incorporated by reference to Exhibit 99 to Registrant's Form 10-Q dated June 30, 1997. (s) Post-effective Amendment No. 1 to the 1994 Stock Option Plan dated August 12, 1997 is incorporated by reference to Exhibit 4.1.1 to Registrant's Form S-8 dated August 12, 1997. (t) 1997 Deferred Compensation Plan dated August 27, 1997 is incorporated by reference to Registrant's Form S-8 dated August 28, 1997. 21. Subsidiaries of the Registrant. 23. Consent of Independent Accountants. 27. Financial Data Schedule.
(b) REPORTS ON FORM 8-K: None 27 29 SIGNATURES Pursuant to the requirement of Section 13 or 15(d) 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. BELL INDUSTRIES, INC. By: /s/ GORDON GRAHAM ------------------------------------ Gordon Graham President and Chief Executive Officer Date: March 6, 1998 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 6, 1998 by the following persons on behalf of the Registrant and in the capacities indicated.
SIGNATURE TITLE --------- ----- /s/ THEODORE WILLIAMS Chairman of the Board - ----------------------------------------------------- Theodore Williams /s/ HERBERT S. DAVIDSON Vice Chairman of the Board - ----------------------------------------------------- Herbert S. Davidson /s/ GORDON GRAHAM President and Chief Executive Officer - ----------------------------------------------------- Gordon M. Graham /s/ JOHN J. COST Director and Secretary - ----------------------------------------------------- John J. Cost /s/ ANTHONY L. CRAIG Director - ----------------------------------------------------- Anthony L. Craig /s/ MILTON ROSENBERG Director - ----------------------------------------------------- Milton Rosenberg /s/ TRACY A. EDWARDS Executive Vice President -- Finance and - ----------------------------------------------------- Operations and Chief Financial and Accounting Tracy A. Edwards Officer
28 30 EXHIBIT INDEX
EXHIBITS - -------- (2) Agreement and Plan of Merger dated as of November 26, 1996 among Registrant, ME Acquisition, Inc. and Milgray Electronics, Inc.... (*) (3) Articles of incorporation and by-laws............................ (*) (4) Instruments defining the rights of security holders, including indentures....................................................... (a) Specimen of Registrant's Common Stock certificate........... (*) (b) Warrant Agreement dated September 15, 1993 including Form of Warrant Certificate issued to the named Insurance Companies included in the Note Purchase Agreement dated February 1, 1991, as amended............................................ (*) (10) Material contracts............................................... (a) The Employment and Deferred Compensation Agreements dated January 1, 1979 and the Amendment thereto dated August 6, 1979 concerning certain officers of Registrant.............. (*) (b) The 1990 Stock Option and Incentive Plan included as Exhibit A to Registrant's definitive Proxy Statement (File No. 1-7899) filed in connection with the Annual Meeting of Shareholders held October 29, 1990.......................... (*) (c) The 1993 Employees' Stock Purchase Plan included as Exhibit A to Registrant's definitive Proxy Statement (File No. 1-7899) filed in connection with the Annual Meeting of Shareholders held November 2, 1993.......................... (*) (d) The Amendment to Employment and Deferred Compensation Agreement dated September 14, 1994 included as to Exhibit (10) of the Registrant's Quarterly Report on Form 10-Q dated September 30, 1994.......................................... (*) (e) The Bell Industries, Inc. Directors' Retirement Plan for Non-employees included as Exhibit (99) of the Registrant's Quarterly Report on Form 10-Q dated September 30, 1994...... (*) (f) The 1994 Stock Option Plan included as Exhibit A of the Registrant's definitive Proxy Statement (File No. 1-7899) filed in connection with the Annual Meeting of Shareholders held on November 1, 1994.................................... (*) (g) Employment and Deferred Compensation Agreement dated February 15, 1995 between the Registrant and Paul F. Doucette.................................................... (*) (h) Form of Severance Compensation Agreement between the Registrant and its executive officers, other than Messrs. Williams and Doucette....................................... (*) (i) Form of Indemnity Agreement between the Registrant and its executive officers and directors............................ (*) (j) The Amendment to Employment and Deferred Compensation Agreement dated September 26, 1995.......................... (*) (k) Non-Employee Directors' Stock Option Plan, as revised....... (*) (l) Form of Stock Option Agreement between the Registrant and Non-employee Directors...................................... (*) (m) Asset Purchase Agreement by and between Bell Industries, Inc. and IDD Aerospace Corp. dated October 2, 1995.......... (*) (n) The Amendment to Employment and Deferred Compensation Agreement dated November 21, 1996........................... (*)
31 (o) Credit Agreement dated as of January 7, 1997 among Registrant, Bell Ontario Holding, Inc., the Lenders named therein, and Union Bank of California, as agent. (*) (p) Amendments No. 1, 2, 3 and 4 to the Credit Agreement dated January 21, 1997, February 7, 1997, August 1, 1997 and December 31, 1997 among Registrant, Bell Ontario Holding, Inc., the Lenders listed therein, and Union Bank of California, N.A., as agent........................... (q) Severance Agreement dated January 20, 1997 between the Registrant and Bruce M. Jaffe........................................................... (*) (r) Amendment to the 1994 Stock Option Plan dated August 8, 1997....... (*) (s) Post-effective Amendment No. 1 to the 1994 Stock Option Plan dated August 12, 1997........................................................... (*) (t) 1997 Deferred Compensation Plan dated August 27, 1997.............. (*) (21) Subsidiaries of the Registrant (23) Consent of Independent Accountants (27) Financial Data Schedule
- --------------- (*) Incorporated by reference. EX-10.(P) 2 AMENDMENTS TO THE CREDIT AGREEMENT 1 EXHIBIT 10(p) BELL INDUSTRIES, INC. FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of January 21, 1997 and entered into by and among Bell Industries, Inc., a California corporation (the "Company"), Bell Ontario Holding, Inc., a California corporation and wholly-owned subsidiary of the Company, the financial institutions listed on the signature pages hereof (the "Lenders"), and Union Bank of California, N.A., as agent for the Lenders (in such capacity, "Agent"). This Amendment amends the Credit Agreement dated as of January 7, 1997 (the "Credit Agreement") by and among the parties hereto. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement. RECITALS WHEREAS, the parties hereto entered into the Credit Agreement, which provides for aggregate Commitments of $250,000,000; WHEREAS, the parties hereto desire to make certain amendments as set forth below. NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties agree as follows: ARTICLE I AMENDMENTS TO THE CREDIT AGREEMENT 1.1 AMENDMENTS TO SECTION 3.2: LETTER OF CREDIT FEES. Section 3.2(ii) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor: "(ii) with respect to each Commercial Letter of Credit, (a) an issuance fee in an amount equal to one-eighth of one percent (1/8 of 1%) of the face amount of such Commercial Letter of Credit, with the minimum issuance fee being an amount in accordance with the Issuing Lender's standard schedule for such charges in effect at the time of such issuance, payable to Issuing Lender for its own account, or, at any time that the Letter of Credit Usage in respect of Commercial Letters of Credit is greater than $100,000, for the account of Lenders, upon the issuance of such Commercial Letter of Credit, (b) in the case of a sight draft presented to Issuing Lender, a negotiation commission in an amount equal 2 to one-fourth of one percent (1/4 of 1%) of the face amount of such draft, with the minimum such commission being an amount in accordance with the Issuing Lender's standard schedule for such charges in effect at the time of such presentation, payable to Issuing Lender for its own account, or, at any time that the Letter of Credit Usage in respect of Commercial Letters of Credit is greater than $100,000, for the account of Lenders, upon the giving of notice by the Issuing Lender to Company that Issuing Lender has paid such draft, and (c) in the case of any amendment requested by Company with respect to an outstanding Commercial Letter of Credit (other than an amendment that increases the face amount of such outstanding Commercial Letter of Credit, the fee with respect to which shall be computed in the same manner as an issuance fee under clause (a) above with respect to such incremental amount, with the minimum fee being an amount in accordance with the Issuing Lender's standard schedule for such charges in effect at the time of such amendment), an amendment fee in an amount in accordance with the Issuing Lender's standard schedule for such charges in effect at the time of such amendment, payable to Issuing Lender for its own account upon the issuance of such amendment;" 1.2 AMENDMENTS TO SECTION 3.8: ONTARIO LETTER OF CREDIT. Section 3.8 of the Credit Agreement is hereby amended by adding the following sentence to the end thereof: "Any notice to the Trustee (as defined in the Reimbursement Agreement) to the effect that an Event of Default (as defined in the Reimbursement Agreement) has occurred under the Reimbursement Agreement and that the Issuing Bank is not reinstating such Trustee's right to draw by its Interest Draft (as defined in the Reimbursement Agreement) under the Ontario Letter of Credit shall be given by Issuing Lender only at the direction of Requisite Lenders." 1.3 AMENDMENTS TO SECTION 7.4: CONTINGENT OBLIGATIONS. Section 7.4(iii) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor: "(iii) Company may become and remain liable with respect to Contingent Obligations under Hedge Agreements;" ARTICLE II EFFECTIVENESS OF AMENDMENT This Amendment shall become effective as of January 21, 1997 (the "First Amendment Effective Date") upon the receipt by Agent of a counterpart signature page hereof executed by a duly authorized officer of each party listed on the signature pages hereof. 2 3 ARTICLE III MISCELLANEOUS 3.1 REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS. (a) On and after the First Amendment Effective Date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment. (b) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (c) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Agent, any Lender or any Issuing Lender under, the Credit Agreement or any of the other Loan Documents. 3.2 HEADINGS. Section and subsection headings in the Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. 3.3 APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. 3.4 COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. [remainder of page intentionally left blank] 3 4 EXHIBIT 10(p) BELL INDUSTRIES, INC. SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of February 6, 1997 and entered into by and among Bell Industries, Inc., a California corporation ("Company"), Bell Ontario Holding, Inc., a California corporation ("Bell Ontario") and wholly-owned subsidiary of Company, the financial institutions listed on the signature pages hereof ("Lenders"), and Union Bank of California, N.A. ("UBOC"), as agent for Lenders (in such capacity, "Agent"). This Amendment amends the Credit Agreement dated as of January 7, 1997 as amended by a First Amendment to Credit Agreement dated as of January 21, 1997 (the "Credit Agreement") by and among Company, Bell Ontario, UBOC as Lender, and Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement. RECITALS WHEREAS, Company, Bell Ontario, UBOC as Lender, and Agent entered into the Credit Agreement, which provides for aggregate Commitments of $250,000,000; WHEREAS, UBOC as Lender has assigned portions of its Revolving Loan Commitments and Loans to the other Lenders party hereto; and WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth below. NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: ARTICLE I AMENDMENTS TO THE CREDIT AGREEMENT 1.1 AMENDMENT TO SECTION 3.2: LETTER OF CREDIT FEES. Section 3.2(ii) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor: "(ii) with respect to ecah Commercial Letter of Credit, (a) an issuance fee in an amount equal to one-eighth of one percent (1/8 of 1%) of the face amount of such Commercial Letter of Credit, with the minimum 5 issuance fee being an amount in accordance with the Issuing Lender's standard schedule for such charges in effect at the time of such issuance, payable as to such minimum issuance fee to Issuing Lender for its own account, and as to all amounts in excess of such minimum issuance fee to Agent for the account of Lenders, upon the issuance of such Commercial Letter of Credit, (b) in the case of a sight draft presented to Issuing Lender, a negotiation commission in an amount equal to one-fourth of one percent (1/4 of 1%) of the face amount of such draft, with the minimum such commission being an amount in accordance with the Issuing Lender's standard schedule for such charges in effect at the time of such presentation, payable as to such minimum commission to Issuing Lender for its own account, and as to all amounts in excess of such minimum commission to Agent for the account of Lenders, upon the giving of notice by the Issuing Lender to Company that Issuing Lender has paid such draft, and (c) in the case of any amendment requested by Company with respect to an outstanding Commercial Letter of Credit (other than an amendment that increases the face amount of such outstanding Commercial Letter of Credit, the fee with respect to which shall be computed in the same manner as an issuance fee under clause (a) above with respect to such incremental amount, with the minimum fee being an amount in accordance with the Issuing Lender's standard schedule for such charges in effect at the time of such amendment), an amendment fee in an amount in accordance with the Issuing Lender's standard schedule for such charges in effect at the time of such amendment, payable to Issuing Lender for its own account upon the issuance of such amendment;" 1.2 AMENDMENT TO SECTION 10: MISCELLANEOUS. Section 10 of the Credit Agreement is hereby adding a new subsection 10.22 at the end thereof to read as follows: "10.22 LIMITATION ON COLLATERAL SECURING ONTARIO GUARANTY. Notwithstanding anything to the contrary contained in the Loan Documents, (a) Company, Ontario Subsidiary, Lenders and Agent agree that the Ontario Guaranty shall be secured only by the Inventory of Company and its Subsidiaries (the "Inventory Collateral") and by the capital stock issued to Company by Ontario Subsidiary (the "Ontario Subsidiary Stock Collateral"), (b) until such time as the security interests granted in favor of Agent pursuant to the Collateral Documents are terminated pursuant to Section 10.11 hereof, Company will not permit Eligible Inventory to be less than 200% of the outstanding amount of the Ontario Letter of Credit, and (c) if after the occurrence of an Event of Default Agent forecloses on Collateral pursuant to the Collateral Documents, the proceeds of the Inventory Collateral and the Ontario Subsidiary Stock Collateral shall first be applied to all Obligations of Company under the Ontario Guaranty and then shall be applied to all other Obligations under the Loan Documents. Nothing in the preceding sentence shall affect the validity of the security interests 2 6 granted to Agent by Ontario Subsidiary pursuant to the Reimbursement Agreement and the Pledge Agreement and Deed of Trust referred to therein." ARTICLE II EFFECTIVENESS OF AMENDMENT This Amendment shall become effective as of February 6, 1997 (the "Second Amendment Effective Date") upon the receipt by Agent of a counterpart signature page hereof executed by a duly authorized officer of the Company, Bell Ontario, Requisite Lenders and Agent. ARTICLE III MISCELLANEOUS 3.1 REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS. (a) On and after the Second Amendment Effective Date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Credit Agreement and each reference in the other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment. (b) Except as specifically amended by this Amendment and the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (c) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Agent, any Lender or any Issuing Lender under, the Credit Agreement or any of the other Loan Documents. 3.2 HEADINGS. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. 3.3 APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. 3 7 3.4 COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. [remainder of page intentionally left blank] 4 8 Exhibit 10(p) BELL INDUSTRIES, INC. THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of August 1, 1997 and entered into by and among Bell Industries, Inc., a California corporation ("Company"), Bell Ontario Holding, Inc., a California corporation ("Bell Ontario") and wholly-owned subsidiary of Company, the financial institutions listed on the signature pages hereof ("Lenders") executing this Amendment, and Union Bank of California, N.A. ("UBOC"), as agent for Lenders (in such capacity, "Agent"). This Amendment amends the Credit Agreement dated as of January 7, 1997 as amended by the First Amendment to Credit Agreement dated as of January 21, 1997 and the Second Amendment to Credit Agreement dated as of February 6, 1997 (the "Credit Agreement") by and among Company, Bell Ontario, the Lenders, and Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement. RECITALS WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth below. NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: ARTICLE I AMENDMENTS TO THE CREDIT AGREEMENT 1.1 AMENDMENT TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND LOANS. Subsections 2.1B, 2.2D and 2.4B(i) of the Credit Agreement are each hereby amended by deleting the phrase "integral multiples of $1,000,000" each time such phrase appears and substituting therefor the phrase "integral multiples of $1,000." 1.2 AMENDMENT TO SUBSECTION 7.3: INVESTMENTS; JOINT VENTURES. Subsection 7.3 of the Credit Agreement is hereby amended by deleting the word "and" at the end of clause (vi) thereof, renumbering clause (vii) as clause (viii), and inserting the following after clause (vi): "(vii) Company and its Subsidiaries may make and own Investments pursuant to Section 2[J] of the Industrial Incentives Act of 1987, as amended, of the 9 Commonwealth of Puerto Rico in an aggregate principal amount not to exceed at any time $5,000,000, provided that (A) such Investments shall mature on or before August 1, 2007, (B) the initial Investments permitted by this subsection 7.3(vii) be made on or before December 31, 1997, and (C) such Investments shall consist of (x) marketable securities backed by the full faith and credit of the Commonwealth of Puerto Rico having the highest rating obtainable from Standard and Poor's Ratings Group, Moody's Investors Service, Inc. or another nationally recognized rating agency, or (y) certificates of deposit issued by a Puerto Rico branch of any Lender or of a commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia meeting the requirements of clauses (a) and (b) of clause (iv) of the definition of "Cash Equivalents". ARTICLE II EFFECTIVENESS OF AMENDMENT This Amendment shall become effective as of August 1, 1997 (the "Third Amendment Effective Date") upon the receipt by Agent of a counterpart signature page hereof executed by a duly authorized officer of the Company, Bell Ontario, Requisite Lenders and Agent. ARTICLE III MISCELLANEOUS 3.1 REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS. (a) On and after the Third Amendment Effective Date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment. (b) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (c) The execution, delivery and performance of this Agreement shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Agent, any Lender or any Issuing Lender under, the Credit Agreement or any of the other Loan Documents. 2 10 3.2 HEADINGS. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. 3.3 APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. 3.4 COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. [remainder of page intentionally left blank] 3 11 EXHIBIT 10(p) BELL INDUSTRIES, INC. FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of December 31, 1997 and entered into by and among Bell Industries, Inc., a California corporation ("Company"), Bell Ontario Holding, Inc., a California corporation ("Bell Ontario") and wholly-owned subsidiary of Company, the financial institutions listed on the signature pages hereof ("Lenders") executing this Amendment, and Union Bank of California, N.A. ("UBOC"), as agent for Lenders (in such capacity, "Agent"). This Amendment amends the Credit Agreement dated as of January 7, 1997, as amended by the First Amendment to Credit Agreement dated as of January 21, 1997, the Second Amendment to Credit Agreement dated as of February 6, 1997, and the Third Amendment to Credit Agreement dated as of August 1, 1997 (the "Credit Agreement") by and among Company, Bell Ontario, the Lenders, the Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement. RECITALS WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth below. NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: ARTICLE I AMENDMENTS TO THE CREDIT AGREEMENT 1.1 AMENDMENT TO SUBSECTION 1.1: CERTAIN DEFINED TERMS. A. Subsection 1.1 of the Credit Agreement is hereby amended by adding the following definitions: "Ontario Warehouse" means the real property and improvements described in the Ontario Purchase Agreement. "Headquarters Building" means the new headquarters building in El Segundo, California purchased by the Company. 12 B. Subsection 1.1 of the Credit Agreement is hereby amended by deleting the definition of "Applicable LIBOR Rate Margin" in its entirety and substituting the following therefor: "APPLICABLE LIBOR RATE MARGIN" means the following: (i) if the Consolidated Leverage Ratio is greater than or equal to 4.00 to 1.00, 1.75%; (ii) if the Consolidated Leverage Ratio is less than 4.00 to 1.00 but greater than or equal to 3.50 to 1.00, 1.50%; (iii) if the Consolidated Leverage Ratio is less than 3.50 to 1.00 but greater than or equal to 3.00 to 1.00, 1.25%; (iv) if the Consolidated Leverage Ratio is less than 3.00 to 1.00 but greater than or equal to 2.25 to 1.00, 1.00%; (v) if the Consolidated Leverage Ratio is less than 2.25 to 1.00 but greater than or equal to 1.50 to 1.00, 0.75%; and (vi) if the Consolidated Leverage Ratio is less than 1.50 to 1.00, 0.50% 1.2 AMENDMENT TO SECTION 7.6: FINANCIAL COVENANTS. Section 7.6 of the Credit Agreement is hereby amended by deleting Section 7.6 in its entirety and substituting the following therefor: A. MINIMUM INTEREST COVERAGE RATIO. Company shall not permit the ratio of (i) Consolidated Adjusted EBITDA to (ii) Consolidated Interest Expense for any four-Fiscal Quarter period ending on or after the Closing Date to be less than the correlative ratio indicated below, provided that for purposes of clause (ii) above Consolidated Interest Expense shall be calculated as follows: (i) for the four-Fiscal Quarter ending March 31, 1997, such amount for the Fiscal Quarter ending on such date times four, (ii) for the four-Fiscal Quarter period ending June 30, 1997, such amount for the two-Fiscal Quarter period ending on such date times two, (iii) for the four-Fiscal Quarter period ending September 30, 1997, such amount for the three-Fiscal Quarter period ending on such date times 1 1/3, and (iv) for the four-Fiscal Quarter period ending December 31, 1997 and any time thereafter, such amount for such four-Fiscal Quarter period: 2 13 MINIMUM INTEREST PERIOD COVERAGE RATIO ------ ---------------- Closing Date through 12/31/97 3.25:1.00 1/1/98 through 9/30/98 3.00:1.00 10/1/98 and thereafter 3.25:1.00 B. MINIMUM FIXED CHARGE COVERAGE RATIO. Company shall not permit the ratio of (i) Consolidated Adjusted EBITDA minus Consolidated Capital Expenditures other than Consolidated Capital Expenditures consisting of Capital Leases (such Consolidated Capital Expenditures to be calculated on a pro forma basis to give effect to the Merger and the acquisition of Milgray by Company) to (ii) Consolidated Fixed Charges for any four-Fiscal Quarter period ending during any of the periods set forth below to be less than the correlative ratio indicated: MINIMUM FIXED PERIOD CHARGE COVERAGE RATIO ------ --------------------- Closing Date through 6/30/98 1.05:1.00 7/1/98 through 12/31/98 1.15:1.00 1/1/99 and thereafter 1.20:1.00 Solely for purposes of determining Consolidated Capital Expenditures in this Subsection 7.6B, (i) the following amounts of capital expenditures for each of the Fiscal Quarters in Fiscal Year 1997 relating to the Ontario Warehouse and the Headquarters Building shall not be included as Consolidated Capital Expenditures in such quarter: FISCAL QUARTER CARVE-OUT AMOUNT -------------- ---------------- Quarter ended 3/31/97 $800,000 Quarter ended 6/30/97 2,800,000 Quarter ended 9/30/97 2,500,000 Quarter ended 12/31/97 2,500,000 and (ii) up to $3.5 Million of capital expenditures, if made, in Fiscal Year 1998 relating to the Ontario Warehouse shall not be included as Consolidated Capital Expenditures. C. MAXIMUM CONSOLIDATED LEVERAGE RATIO. Company shall not permit the ratio of (i) Consolidated Total Debt to (ii) Consolidated Adjusted 3 14 EBITDA for any four-Fiscal Quarter period ending during any of the periods set forth below to exceed the correlative ratio indicated: PERIOD MAXIMUM LEVERAGE RATIO --------------- --------- Closing Date through 9/30/97 3.85:1.00 10/1/97 through 9/30/98 4.25:1.00 10/1/98 through 3/31/99 4.00:1.00 4/1/99 through 3/31/2000 3.75:1.00 4/1/2000 through 3/31/2001 3.50:1.00 4/1/2001 through 6/30/2001 3.25:1.00 7/1/2001 and thereafter 3.00:1.00 ARTICLE II EFFECTIVENESS OF AMENDMENT This Amendment shall become effective as of December 31, 1997 (the "Fourth Amendment Effective Date") upon (a) the receipt by Agent of a counterpart signature page hereof executed by a duly authorized officer of the Company, Bell Ontario, Requisite Lenders and Agent, and (b) receipt by the Agent for distribution by the Agent ratably to the Lenders of a fee equal to one sixteenth (1/16th) of one (1) percent of the sum of (i) the Revolving Loan Commitments (whether used or unused) and (ii) the outstanding principal amount of the Term Loans. ARTICLE III MISCELLANEOUS 3.1 REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS. (a) On and after the Fourth Amendment Effective Date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or words like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment. (b) Except as specifically amended in this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (c) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or 4 15 operate as a waiver of any right, power or remedy of the Agent, any Lender or any Issuing Lender under, the Credit Agreement or any of the other Loan Documents. 3.2 HEADINGS. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. 3.3 APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. 3.4 COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. [remainder of page intentionally left blank] 5 EX-21 3 SUBSIDIARIES OF THE REGISTRANT 1 EXHIBIT 21 Subsidiaries of the Registrant: Bell Electronics Corp. (California) (*) Bell Industries, Inc. (Minnesota) J. W. Miller Company (California) (*) Industrial Photographic Supply, Inc. (Texas) Milgray International, Inc. (New York) Milgray LTD (New York) Milgray/Toronto, Inc. (Ontario, Canada) Viewtek, Inc. (New York) Bell Ontario Holding, Inc. (California) All companies listed are wholly owned by the Registrant (Bell Industries, Inc. of California) and are included in the consolidated financial statements. (*) Inactive. EX-23 4 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 2-74896, No. 33-38737 and No. 33-73044) and in the Prospectus constituting part of the Registration Statement on Form S-3 (No. 33-71030) and in the Prospectus constituting part of the Registration Statement on Form S-4 (No. 33-65229) of Bell Industries, Inc. of our report dated January 28, 1998 appearing on page 10 of this Form 10-K. PRICE WATERHOUSE LLP Los Angeles, California March 6, 1998 EX-27 5 FINANCIAL DATA SCHEDULE
5 1,000 12-MOS DEC-31-1997 DEC-31-1997 5,377 0 123,573 2,673 173,801 309,068 66,344 24,265 431,233 101,056 172,330 0 0 100,410 50,942 151,352 890,737 890,737 703,068 703,068 156,594 2,138 12,309 18,766 8,685 10,081 0 675 0 9,406 1.03 1.00
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