-----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, EVisYcUVfkyD88yZcRN2GgL6KzwWUHuk4HtlzSKGDIuH2STBQ6BTrLeadd8/ahU6 RSsGlhyoJ2aAAb9+q05SRA== 0000950123-01-001227.txt : 20010223 0000950123-01-001227.hdr.sgml : 20010223 ACCESSION NUMBER: 0000950123-01-001227 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010213 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARROW ELECTRONICS INC CENTRAL INDEX KEY: 0000007536 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 111806155 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04482 FILM NUMBER: 1539253 BUSINESS ADDRESS: STREET 1: 25 HUB DR CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5163911300 8-K 1 y45551e8-k.txt FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): FEBRUARY 13, 2001 ARROW ELECTRONICS, INC. (Exact Name of Registrant as Specified in Charter) NEW YORK 1-4482 11-1806155 (State or Other (Commission File (IRS Employer Jurisdiction Number) Identification No.) of Incorporation) 25 HUB DRIVE, MELVILLE, NEW YORK 11747 (Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 391-1300 N/A (Former Name or Former Address, if Changed Since Last Report) 2 Item 5. Other Events. On February 13, 2001, Arrow Electronics, Inc. ("Arrow") issued a press release announcing earnings for the fourth quarter and year ended December 31, 2000. A copy of the press release is attached as Exhibit 99.1, which is incorporated by reference under this Item 5. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits Exhibits:
Exhibit Description - ------- ----------- 99.1 Press Release dated February 13, 2001 relating to Arrow's fourth quarter and year-end 2000 results of operations. 99.2 Press Release dated February 13, 2001 relating to Arrow's comments on current business conditions and expectations (Subject to Item 9).
Item 9. Regulation FD Disclosure On February 13, 2001, Arrow issued a press release. A copy of this press release is attached as Exhibit 99.2, which is incorporated by reference under this Item 9, and which is being furnished in accordance with Rule 101(e)(1) under Regulation FD and shall not be deemed to be filed. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ARROW ELECTRONICS, INC. Date: February 13, 2001 By: /s/ Robert Klatell --------------------------------- Name: Robert Klatell Title: Executive Vice President 4 EXHIBIT INDEX The following exhibits are filed herewith:
Exhibit Description - ------- ----------- 99.1 Press Release dated February 13, 2001 relating to Arrow's fourth quarter and year-end 2000 results of operations. 99.2 Press Release dated February 13, 2001 relating to Arrow's comments on current business conditions and expectations (Subject to Item 9).
EX-99.1 2 y45551ex99-1.txt PRESS RELEASE INRE: YEAR END RESULTS 1 EXHIBIT 99.1 ARROW ELECTRONICS, INC. 25 HUB DRIVE MELVILLE, NEW YORK 11747 NEWS 516/391/1300 ARROW ELECTRONICS ANNOUNCES RECORD RESULTS; EARNINGS UP NEARLY 150% FOR IMMEDIATE RELEASE MELVILLE, NEW YORK, February 13, 2001 -- Arrow Electronics, Inc. (NYSE:ARW) reported net income of $109 million ($1.09 per share on a diluted basis) on sales of $3.7 billion in the fourth quarter, compared with net income of $44 million ($.46 per share on a diluted basis) on sales of $2.5 billion in the fourth quarter of 1999. "The fourth quarter set new sales and earnings records and represented the seventh consecutive quarter of sales and earnings increases," said Francis M. Scricco, President and Chief Executive Officer of Arrow. "This strong performance was driven by several factors. We have a large, extremely diversified customer base, both in terms of industries served and geographic presence. Additionally, in the fourth quarter we began to realize some of the benefits of our rapid and successful integration of the Wyle businesses acquired in early October. Those acquisition benefits helped us generate higher operating margins, more than offsetting the weakness experienced by some of the communication sector's larger and more visible customers and their contract manufacturing partners," he added. Operating income for the quarter was up 2.3 percentage points to 6.7% of sales, versus last year's 4.4%, with the improvement primarily driven by the company's components operations. Worldwide components results for the quarter were very strong, with sales up 67% to $2.8 billion and operating margins improving by 2.7 percentage points to 9.5%. Components revenues increased geographically as follows: 76% in the Americas, reflecting strong organic growth as well as the inclusion of the Wyle businesses (42% growth excluding the effect of Wyle); 74% in Europe (excluding the effect of foreign exchange), also reflecting strong organic growth combined with the impact of the Hatteland and Tekelec acquisitions (42% excluding the effect of acquisitions); and 76% in the Asia/Pacific region, reflecting strong organic growth, particularly in China. In the computer products business, the Wyle Systems and MOCA acquisitions expanded the breadth and depth of Arrow's offerings. Sales for this segment were up 9.4% to $868 million, largely as a result of these acquisitions. The fourth quarter operating margin was .8%, in line with the third quarter. 2 For the total year, Arrow's net income was $357.9 million on sales of $13 billion, compared with last year's net income of $140.6 million, excluding the special charge of $24.6 million associated with the acquisition and integration of the electronics distribution group of Bell Industries and Richey Electronics ($16.5 million after taxes or $.17 per share on a diluted basis). Including the second quarter special charge, net income for 1999 was $124.2 million. Earnings per share for 2000 amounted to $3.70 ($3.62 per share on a diluted basis), versus $1.48 ($1.46 per share on a diluted basis) for 1999, excluding the aforementioned charge. Including the charge, earnings per share for 1999 were $1.31 ($1.29 per share on a diluted basis). Arrow Electronics is the world's largest distributor of electronic components and computer products, with 2000 sales of $13 billion. Headquartered in Melville, New York, Arrow serves as a supply channel partner for more than 600 suppliers and 175,000 original equipment manufacturers, contract manufacturers, and commercial customers through more than 225 sales facilities and 19 distribution centers in 38 countries. # # # Contact: Robert E. Klatell Executive Vice President 516-391-1300 The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. This press release contains forward-looking statements that are subject to certain risks and uncertainties which could cause actual results or facts to differ materially from such statements for a variety of reasons including, but not limited to: industry conditions, changes in product supply, pricing, and customer demand, competition, other vagaries in the computer and electronic components markets, changes in relationships with key suppliers, and the other risks described from time to time in the company's reports to the Securities and Exchange Commission (including the company's Annual Report on Form 10-K). Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update publicly or revise any forward-looking statements. 3 ARROW ELECTRONICS, INC. CONSOLIDATED STATEMENT OF INCOME (In thousands except per share data)
Three Months Ended Year Ended December 31, December 31, -------------------------------- ----------------------------------- (unaudited) 2000 1999 2000 1999(A) ------------ ------------ ------------ ------------ Sales $ 3,691,088 $ 2,485,168 $ 12,959,250 $ 9,312,625 ------------ ------------ ------------ ------------ Costs and expenses: Cost of products sold 3,102,152 2,129,610 10,925,309 8,011,419 Selling, general and administrative expenses 314,940 229,440 1,159,583 866,861 Depreciation and amortization 27,242 17,676 90,251 71,124 Integration charge -- -- -- 24,560 ------------ ------------ ------------ ------------ 3,444,334 2,376,726 12,175,143 8,973,964 ------------ ------------ ------------ ------------ Operating income 246,754 108,442 784,107 338,661 Equity in losses of affiliated companies (5) (934) (2,640) (1,107) Interest expense 64,129 28,203 171,336 106,349 ------------ ------------ ------------ ------------ Earnings before income taxes and minority interest 182,620 79,305 610,131 231,205 Provision for income taxes 72,946 34,341 248,195 101,788 ------------ ------------ ------------ ------------ Earnings before minority interest 109,674 44,964 361,936 129,417 Minority interest 715 927 4,005 5,264 ------------ ------------ ------------ ------------ Net income $ 108,959 $ 44,037 $ 357,931 $ 124,153 ============ ============ ============ ============ Net income per share: Basic $ 1.12 $ .46 $ 3.70 $ 1.31 ============ ============ ============ ============ Diluted $ 1.09 $ .46 $ 3.62 $ 1.29 ============ ============ ============ ============ Average number of shares outstanding: Basic 97,658 95,198 96,707 95,123 ============ ============ ============ ============ Diluted 99,847 96,251 98,833 96,045 ============ ============ ============ ============
(A) Excluding the integration charge, net income and net income per share on a basic and diluted basis were $140.6 million, $1.48, and $1.46, respectively, for the year ended December 31, 1999. EX-99.2 3 y45551ex99-2.txt PRESS RELEASE INRE: CURRENT BUSINESS CONDITIONS 1 2 EXHIBIT 99.2 ARROW ELECTRONICS SETS EXPECTATIONS FOR 2001 FOR IMMEDIATE RELEASE MELVILLE, NEW YORK, February 13, 2001 -- Francis M. Scricco, President and Chief Executive Officer of Arrow Electronics, Inc. (NYSE:ARW) today commented upon current business conditions and set earnings per share expectations for the year. "We just finished another record quarter of sales and earnings, driven largely by our components businesses around the world," he said. "We continue to see cancellations and rescheduled orders among a narrow slice of our customer base, namely the large, visible telecom and networking companies and their contract manufacturing partners, but we also see continuing strength among the balance of our customers." Mr. Scricco further stated that, though this weakness may slow revenue growth in the first quarter, the breadth of Arrow's customer base and the savings still to come from the recent Wyle integration should translate into earnings per share for the first quarter that are approximately equal to the record $1.09 recorded in the fourth quarter of 2000. This is, of course, before the dilutive effect of the proposed sale of zero coupon convertible debentures announced earlier today (expected to be 4% of earnings per share in the first quarter and 8% in the remaining quarters of the year) and the impact of the special one-time integration charge (approximately $10 million pretax) associated with the Wyle acquisition, which will be recorded in the first quarter. "Given even a modest recovery in the second half of the year, we remain comfortable with Wall Street earnings per share expectations for the full year (before the dilutive effect on EPS of the convertible debt offering expected to be completed by the end of this week)," added Mr. Scricco. Arrow Electronics is the world's largest distributor of electronic components and computer products, with 2000 sales of $13 billion. Headquartered in Melville, New York, Arrow serves as 3 a supply channel partner for more than 600 suppliers and 175,000 original equipment manufacturers, contract manufacturers, and commercial customers through more than 225 sales facilities and 19 distribution centers in 38 countries. # # # Contact: Robert E. Klatell Executive Vice President 516-391-1300 The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. This press release contains forward-looking statements that are subject to certain risks and uncertainties which could cause actual results or facts to differ materially from such statements for a variety of reasons including, but not limited to: industry conditions, changes in product supply, pricing, and customer demand, competition, other vagaries in the computer and electronic components markets, changes in relationships with key suppliers, and the other risks described from time to time in the company's reports to the Securities and Exchange Commission (including the company's Annual Report on Form 10-K). Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update publicly or revise any forward-looking statements. 4 ARROW ELECTRONICS, INC. CONSOLIDATED BALANCE SHEET (In thousands)
December 31, December 31, 2000 1999 ---------- ---------- Assets Current assets: Cash and short-term investments $ 55,546 $ 44,885 Accounts receivable, net 2,635,595 1,638,654 Inventories 2,972,661 1,444,929 Other 100,408 29,469 ---------- ---------- Total current assets 5,764,210 3,157,937 Property, plant and equipment, net 316,459 223,650 Investments in affiliated companies 35,885 52,233 Cost in excess of net assets of companies acquired, net of amortization 1,237,099 960,770 Other assets 250,888 88,665 ---------- ---------- $7,604,541 $4,483,255 ========== ========== Liabilities and Shareholders' Equity Current liabilities: Accounts payable $1,567,631 $ 805,468 Accrued expenses 473,984 263,216 Short-term borrowings, including current maturities of long-term debt and capital lease obligations 1,826,100 255,977 ---------- ---------- Total current liabilities 3,867,715 1,324,661 Long-term debt and capital lease obligations 1,730,832 1,533,421 Other 92,246 74,644 Shareholders' equity 1,913,748 1,550,529 ---------- ---------- $7,604,541 $4,483,255 ========== ==========
5 ARROW ELECTRONICS, INC. SEGMENT INFORMATION (In thousands)
Three Months Ended Year Ended December 31, December 31, -------------------------------- ----------------------------------- (unaudited) 2000 1999 2000 1999(A) ------------ ------------ ------------ ------------ Sales: Components $ 2,823,266 $ 1,692,171 $ 9,851,041 $ 6,111,605 Computer products 867,822 792,997 3,108,209 3,201,020 ------------ ------------ ------------ ------------ Consolidated $ 3,691,088 $ 2,485,168 $ 12,959,250 $ 9,312,625 ============ ============ ============ ============ Operating income: Components $ 269,507 $ 115,662 $ 892,441 $ 368,510 Computer products 6,997 10,221 33,945 56,195 Corporate (29,750) (17,441) (142,279) (86,044) ------------ ------------ ------------ ------------ Consolidated $ 246,754 $ 108,442 $ 784,107 $ 338,661 ============ ============ ============ ============
(A) Excluding the integration charge of $24.6 million, operating income was $363.2 million for the year ended December 31, 1999. The company has redefined its reportable segments to present two distinct worldwide businesses that have different economic cycles, structures, and competitors. Computer products include the North American Computer Products Operations together with the company's Microtronica businesses around the world. The prior periods have been restated for comparative purposes. -----END PRIVACY-ENHANCED MESSAGE-----