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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED DECEMBER 31, 2000
COMMISSION FILE NUMBER 1-11471
[BELL LOGO]
CALIFORNIA 95-2039211
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1960 E. GRAND AVE.
SUITE 560
EL SEGUNDO, CALIFORNIA 90245
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 563-2355
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common stock American 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 15, 2001, the aggregate market value of the voting stock held
by non-affiliates of the Registrant was: $24,072,188.
As of March 15, 2001, the number of shares outstanding of the Registrant's
class of common stock was: 8,838,806.
DOCUMENT INCORPORATED BY REFERENCE
NONE.
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PART I
ITEM 1. BUSINESS
Bell Industries, Inc.'s ("Bell" or the "Company") operations include
computer systems integration; distribution of aftermarket products for
recreational vehicles, motorcycles, snowmobiles and powerboats; and specialty
electronics manufacturing. Bell employed approximately 670 people at December
31, 2000.
SYSTEMS INTEGRATION
The systems integration business, Bell Tech.logix ("BTL" or "Systems
Integration"), (2000 sales of $188.9 million) is a provider of integrated
technology solutions for middle market organizations in the Midwestern and
Eastern United States. BTL is headquartered in Indiana and has offices and
service facilities throughout the Midwest and Atlantic regions.
BTL's consulting services focus on the design and management of wide scale
technology infrastructure solutions. BTL's total life cycle solutions consist of
systems integration, product logistics, project management, educational
services, distributed technology support, and technical maintenance. BTL meets
customers' needs by combining a comprehensive offering of value-added services
with its expertise in sourcing and distributing microcomputers, network
products, computer peripherals, and software.
BTL's suppliers include: Compaq, IBM, Hewlett-Packard and Sun Microsystems
for personal computers and servers; Microsoft, Lotus, and Novell for software;
and Cisco, Citrix, 3Com, Nortel Networks, Tangram, and Veritas for
network-related products. BTL has over 5,000 customers, with three customers
(all Fortune 500 companies) accounting for approximately 35% of 2000 BTL
revenues.
Although there are no dominant competitors in BTL's market due to
fragmentation of the industry, BTL competes with companies such as CompuCom
Systems, Pomeroy Computer Resources, and Sarcom, as well as a number of smaller
regional firms in specialized services. Some of the larger competitors may have
greater financial and marketing resources than BTL.
RECREATIONAL PRODUCTS
The Recreational Products Group ("RPG") (2000 sales of $49.8 million) is a
distributor of replacement parts and accessories for recreational and other
leisure-time vehicles. RPG supplies these products in the upper Midwestern
United States to service departments of dealers and retail stores selling
recreational vehicles, mobile homes, snowmobiles, motorcycles, ATV's and marine
products. RPG also sells to independent repair facilities. RPG operates
distribution and administration facilities in Germantown, Wisconsin; St. Paul,
Minnesota; and Grand Rapids, Michigan, and maintains a sales office in Brainerd,
Minnesota.
RPG supplies more than 9,000 recreational vehicle-related products, as well
as over 9,500 marine items, 10,000 motorcycle and ATV items, and 7,000
snowmobile items. Major product lines distributed by RPG include Dunlop tires
(motorcycle tires), Carefree of Colorado (awnings for RV's and campers), Reese
Products (trailer hitches for all types of vehicles), La Trak Corp. (clothing
apparel for cycling), and Johnson Fishing, Inc. (trolling Motors). RPG has over
4,800 customers, none of which accounts for over 5% of its annual sales.
RPG has significant market share in the distribution of recreational
vehicle replacement parts and accessories in the upper Midwestern United States.
Management believes RPG is the only distributor in this region to serve the full
range of recreational vehicle markets.
RPG faces significant competition from national and regional distributors
of after-market products for mobile homes, recreational vehicles, motorcycles,
snowmobiles, and marine products.
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ELECTRONICS MANUFACTURING
The J.W. Miller Division ("JWM") of Bell, located in Gardena, California
(2000 sales of $13.1 million), manufactures and distributes over 5,000 different
radio frequency ("RF") standard and surface mount magnetic products. JWM's RF
magnetic products include inductors, coils and chokes, among others. These
products are used extensively in all types of circuitry found in electronic
applications including computer, medical and telecommunications equipment.
JWM's products are sold through national and regional distributors directly
and manufacturer's representatives located throughout North America. JWM has a
large and diverse customer base, with its five largest customers representing
56% of its total sales. Approximately 21% of JWM sales are to a single customer
for resale to the end-user. Substantially all of JWM's sales are derived from
customers located in North America.
SOLD BUSINESSES
Precision Metalcraft Division
In July 1999, Bell completed the sale of its Precision Metalcraft Division
("PMD") to a privately-held company. During 1999, PMD had sales of $6.1 million.
PMD, located in Mountain View, California, manufactured high quality, precision
metal stamped parts. Its products were sold to original equipment manufacturers
and contract manufacturers in a variety of industries including electronic
components, computers and related peripheral equipment.
Electronics Distribution
In January 1999, Bell completed the sale of its Electronics Distribution
Group ("EDG") to Arrow Electronics, Inc. During 1998, EDG had sales of $470
million. Under Bell's ownership, EDG sold electronic components to approximately
10,000 customers in North America, including: semiconductors, passive
components, connectors, and board-level products. EDG also provided various
value-added services. EDG was based in El Segundo, California and marketed
electronic components from more than 30 sales facilities located throughout the
United States and Canada to a broad base of customers and markets.
Graphics Imaging
In September 1998, Bell completed the sale of its Graphics Imaging Group
("Graphics") to PrimeSource Corporation. During 1998, Graphics had sales of $100
million. Graphics distributed graphics and electronic imaging supplies and
equipment throughout the upper Midwest and Western United States to the
advertising and printing industries.
ITEM 2. PROPERTIES
At December 31, 2000, the Company leased 17 facilities, containing
approximately 328,000 square feet and owned one facility, containing
approximately 20,000 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
------------ --------------
Systems Integration....................... 113,000 (12)
Recreational Products..................... 212,000 (4)
Electronics Manufacturing................. 20,000 (1)
Corporate................................. 3,000 (1)
------ --- ------- ----
20,000 (1) 328,000 (17)
====== === ======= ====
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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.
During 2000, the Company recorded a pretax gain of $2.8 million from the
disposition of a real estate asset related to a previously disposed business.
This sale represented the final property disposition in connection with a formal
plan approved by the Company's Board of Directors in 1998. Under the plan, the
Company disposed of six properties with an aggregate book value of approximately
$12.0 million. Total net proceeds from these sales were approximately $16.3
million.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in litigation which is incidental to its current
and discontinued businesses. The resolution of this litigation is not expected
to have a material effect on the Company's financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A Meeting of Shareholders of Bell Industries was held on May 19, 2000 to
vote on:
The election of directors to hold office until the next Annual Meeting of
Shareholders. The following directors were elected: John J. Cost, Tracy A.
Edwards, Mark E. Schwarz, L. James Lawson and Michael R. Parks.
EXECUTIVE OFFICERS OF THE REGISTRANT
The Executive Officers of the Registrant are as follows:
YEAR FIRST
NAME AGE POSITION NAMED OFFICER
---- --- -------- --------------
Tracy A. Edwards 44 President and Chief Executive Officer(1) 1991
Russell A. Doll 39 Senior Vice President and Chief Financial 1998
Officer(2)
Christopher G. Ferry 42 Senior Vice President(3) 1999
Charles S. Troy 57 Vice President(4) 1997
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(1) Mr. Edwards was appointed President and Chief Executive Officer in February
1999. From January 1998 to February 1999, he served as Executive Vice
President -- Finance and Operations, and Chief Financial Officer. Prior to
January 1998, Mr. Edwards was Vice President and Chief Financial Officer. He
also serves as Chairman of the Board of Directors.
(2) Mr. Doll was appointed Senior Vice President and Chief Financial Officer in
February 2000. From February 1999 to February 2000, he served as Vice
President and Chief Financial Officer. From April 1998 to February 1999, he
served as Vice President, Finance. From November 1994 to April 1998, Mr.
Doll was employed as Vice President and Chief Financial Officer of
Predelivery Service Corporation, a former subsidiary of Ford Motor Company.
(3) Mr. Ferry was appointed Senior Vice President in February 1999. For the five
years prior to that date, he served as Vice President of Systems
Integration.
(4) Mr. Troy was employed as President and Chief Executive Officer of E & S
Management Corporation, a regional property management firm, for the five
years prior to his appointment as Vice President in September 1997.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Bell's common stock (ticker symbol BI) was previously listed on the New
York and Pacific Stock Exchanges. Effective March 13, 2000, Bell's shares began
trading on the American Stock Exchange (AMEX) and ceased trading on the New York
Stock Exchange. 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, 2000
High........................................ $ 7.75 $ 3.38 $2.69 $3.56
Low......................................... 3.19 2.44 2.00 1.50
Close....................................... 3.19 2.63 2.31 2.50
Year ended December 31, 1999
High........................................ $11.69 $11.44 $5.81 $9.13
Low......................................... 10.38 4.44 4.38 4.44
Close....................................... 10.38 4.44 4.38 7.44
Market prices reflect the effect of the Company's cash distributions of
$5.70 and $1.30 per share subsequent to the distribution dates in June and
December 1999.
Approximate number of record holders of common stock as of March 15, 2001:
1,200.
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ITEM 6. SELECTED FINANCIAL DATA
YEAR ENDED DECEMBER 31,
----------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
OPERATING RESULTS
Net sales........................................ $251,887 $240,420 $212,468 $194,641 $178,708
Income (loss) from continuing operations, before
extraordinary loss(1).......................... $ 2,319 $ 5,488 $(13,189) $ (6,135) $ 66
Income from discontinued operations.............. $ 7,275 $ 16,216 $ 15,861
Reserve recovery (loss) on sale of discontinued
operations..................................... $ 1,379 $(56,849)
Net income (loss)(2)............................. $ 2,319 $ 6,867 $(62,763) $ 9,406 $ 15,927
FINANCIAL POSITION
Working capital.................................. $ 24,678 $ 25,486 $ 84,957 $208,012 $132,856
Total assets..................................... $ 74,426 $ 75,951 $270,759 $431,233 $241,310
Long-term liabilities............................ $ 3,411 $ 4,051 $ 8,319 $178,825 $ 30,584
Shareholders' equity............................. $ 30,482 $ 30,796 $ 90,455 $151,352 $138,461
SHARE AND PER SHARE DATA(3)
BASIC
Income (loss) from continuing operations, before
extraordinary loss(1).......................... $ .26 $ .57 $ (1.40) $ (.67) $ .01
Income from discontinued operations.............. $ .77 $ 1.77 $ 1.79
Reserve recovery (loss) on sale of discontinued
operations..................................... $ .15 $ (6.04)
Net income (loss)(2)............................. $ .26 $ .72 $ (6.67) $ 1.03 $ 1.80
Weighted average common shares(000's)............ 8,999 9,595 9,411 9,157 8,853
DILUTED
Income (loss) from continuing operations, before
extraordinary loss(1).......................... $ .26 $ .57 $ (1.40) $ (.67) $ .01
Income from discontinued operations.............. $ .77 $ 1.77 $ 1.74
Reserve recovery (loss) on sale of discontinued
operations..................................... $ .14 $ (6.04)
Net income (loss)(2)............................. $ .26 $ .71 $ (6.67) $ 1.03 $ 1.75
Weighted average common shares(000's)............ 9,025 9,646 9,411 9,157 9,109
OTHER PER SHARE DATA
Shareholders' equity............................. $ 3.47 $ 3.20 $ 9.49 $ 16.23 $ 15.35
Market price -- high............................. $ 7.75 $ 11.69 $ 14.25 $ 20.00 $ 18.45
Market price -- low.............................. $ 1.50 $ 4.38 $ 9.00 $ 12.00 $ 12.50
FINANCIAL RATIOS
Current ratio.................................... 1.6 1.6 1.5 3.1 2.8
Long-term liabilities to total capitalization.... 10.1% 11.6% 8.4% 54.2% 18.1%
- ---------------
(1) Includes before-tax gain on the disposition of a real estate asset ($2,842)
and before-tax charge for facilities consolidation and staff relocation
costs, asset write-downs and a corporate identity program ($2,405) in 2000,
before-tax gain on the disposition of certain real estate assets ($1,497)
and a before-tax loss on the disposition of an electronics manufacturing
business ($455) in 1999, and before-tax business system and corporate
resizing charges ($9,900) in 1998.
(2) Includes loss on early retirement of debt ($675 or $.07 per share) in 1997.
(3) Share and per share data have been adjusted to give effect to a 20% stock
dividend declared in May 1997 and a 5% stock dividend declared in May 1996.
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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 in the future may differ materially.
Results of operations by business segment were as follows (in thousands):
YEAR ENDED DECEMBER 31,
--------------------------------
2000 1999 1998
-------- -------- --------
Net sales
Systems Integration........................... $188,907 $177,530 $149,158
Recreational Products......................... 49,799 48,985 47,070
Electronics Manufacturing..................... 13,181 13,905 16,240
-------- -------- --------
$251,887 $240,420 $212,468
======== ======== ========
Operating income (loss)
Systems Integration........................... $ 10 $ 5,726 $ 6,604
Recreational Products......................... 1,666 3,029 3,289
Electronics Manufacturing..................... 3,317 1,765 1,790
Special items................................. 2,242 1,497 (9,900)
Corporate costs............................... (3,652) (3,081) (10,430)
-------- -------- --------
3,583 8,936 (8,647)
Interest, net................................... 254 139 (12,038)
Income tax provision (benefit).................. 1,518 3,587 (7,496)
-------- -------- --------
Income (loss) from continuing operations........ $ 2,319 $ 5,488 $(13,189)
======== ======== ========
A summary of comparative operating results data follows:
Net sales.................................................. 100.0% 100.0% 100.0%
Cost of products sold...................................... (85.3) (82.8) (80.1)
Selling and administrative................................. (12.9) (13.3) (17.2)
Depreciation and amortization.............................. (.6) (.6) (2.0)
Special items.............................................. .2 .4 (4.7)
Interest, net.............................................. .1 .1 (5.7)
----- ----- -----
Income (loss) from continuing operations before income
taxes.................................................... 1.5% 3.8% (9.7)%
===== ===== =====
2000 COMPARED WITH 1999
Net sales for 2000 increased 5% to $251.9 million from $240.4 million in
1999. Operating income decreased to $3.6 million from $8.9 million in 1999.
Operating results for 2000 include pre-tax charges totaling $2.4 million
consisting of $1.8 million of costs associated with the realignment of the
Company's Midwest operations of its Systems Integration business and $600,000
for costs, included with special items, associated with a corporate identity
program. The Midwest realignment charge included separation costs, asset
write-downs and other exit costs related to the consolidation of facilities,
logistics, and sales and service operations. The $1.8 million realignment charge
has been included in the results of Systems Integration. Additionally, the 2000
operating results include $880,000 of costs associated with the Company's
strategic planning and realignment initiatives, included with corporate costs,
and a pre-tax gain of $2.8 million, included with special items, from the
disposition of a real estate asset related to a previously disposed business.
The 1999 results include a pre-tax gain of $1.5 million from the disposition of
real estate assets and a pre-tax loss of $455,000 on the disposition of an
electronics manufacturing business.
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Systems Integration sales increased 6% to $188.9 million in 2000 from
$177.5 million in 1999. Excluding the $1.8 million realignment charge that was
allocated to this business unit, operating income was $1.8 million in 2000
compared to $5.7 million in 1999. Including the charge, System Integration
recorded operating income of $10,000. The increase in sales during 2000 is
primarily attributable to major deployment projects with a large customer during
the fourth quarter. The operating results for 2000 were impacted by general
economic weakness in the technology sector, as well as continued downward
pressure on product margins.
Recreational Products sales increased slightly to $49.8 million in 2000
from $49.0 million in 1999 while operating income decreased to $1.7 million from
$3.0 million. Product mix, continued margin pressures, generally higher selling
and administrative expenses, and increased operating costs, primarily fuel and
related delivery costs, impacted the 2000 results. Additionally, the 2000
results were adversely affected by warmer weather conditions that resulted in a
reduction in snow related products shipments.
Excluding $6.1 million in sales from a business sold in July 1999,
Electronics Manufacturing sales increased 69% to $13.2 million in 2000 from $7.8
million in 1999. Operating income increased to $3.3 million in 2000 from $1.8
million in 1999. The 1999 results include operating income of $485,000 from the
sold business and a $455,000 loss from the sale. The remaining electronics
manufacturing business was favorably impacted by generally strong demand for
magnetic and related electronic components throughout 2000.
As a percentage of sales, cost of products sold for 2000 increased to 85.3%
from 82.8% in 1999. The increase in cost of products sold as a percentage of
sales reflects the continued downward pressure on gross profit margins from
product sales at System Integration and Recreational Products. Selling and
administrative expenses as a percentage of sales decreased to 12.9% in 2000 from
13.3% in 1999 due to a full year of reduced corporate structure costs partially
offset by costs associated with the Company's strategic planning and realignment
initiatives. The Company's effective tax rate was 39.5% in both years.
1999 COMPARED WITH 1998
Net sales for 1999 increased 13% to $240.4 million from $212.5 million in
1998. Operating income improved to $8.9 million from an $8.6 million loss in
1998. Pretax income from continuing operations was $9.1 million, compared with a
pretax loss of $20.7 million in the prior year. Operating results from
continuing operations for 1999 include a pretax gain of $1.5 million from the
sale of certain real estate assets and a pretax loss of $455,000 from the sale
of an electronics manufacturing business. The 1998 results include special
charges of $9.9 million. Additionally, the operating results from continuing
operations for 1998 exclude the results of the discontinued EDG and Graphics
businesses but include the corporate costs and interest expense associated with
these businesses.
During 1999, the Company sold five real estate properties with an aggregate
net book value of $11.9 million, including the Company's former corporate office
facility. The net proceeds from these sales were $13.4 million and resulted in a
pretax gain of $1.5 million. Additionally, during 1999, the Company completed
the sale of an electronics manufacturing business for $2 million in cash and a
$1 million note receivable. The sale resulted in a pretax loss of $455,000.
Sales of Systems Integration increased 19% to $177.5 million in 1999 while
operating income declined 13% to $5.7 million. These results reflect strong
demand for computer products and services, particularly during the second and
third quarters of 1999. While revenue increased and operating income from
services were strong, overall margins declined as a result of lower gross
margins from computer product sales.
Recreational Products sales for 1999 increased 4% to $49.0 million as
operating income decreased 8% to $3.0 million. The decrease in operating income
is primarily attributable to weaker fourth quarter results due to mild winter
weather conditions adversely affecting winter product shipments.
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Sales of Electronics Manufacturing decreased 14% to $13.9 million while
operating income was unchanged compared with the prior year at $1.8 million. In
July 1999, the Company completed the sale of an electronics manufacturing
business. Operating results for 1999 include sales and operating income from the
sold electronics manufacturing business of $6.1 million and $485,000,
respectively. Additionally, the operating results include a $455,000 loss from
the sale.
As a percentage of sales, cost of products sold for 1999 increased to 82.8%
from 80.1% in 1998. The increase in cost of products sold as a percentage of
sales reflects the continuing downward pressure on gross profit margins from
product sales within Systems Integration. Selling and administrative expenses as
a percentage of sales decreased to 13.3% from 17.2% primarily due to a resizing
of the corporate structure to meet current business requirements. The corporate
resizing included the relocation of the Company's corporate office and the
reduction of corporate staff by approximately 80 employees. In 1999, the
Company's effective tax rate was 39.5% compared with 36.2% in 1998.
FINANCIAL CONDITION
Selected financial condition data are set forth in the following table
(dollars in thousands except per share amounts):
DECEMBER 31,
------------------
2000 1999
------- -------
Cash and cash equivalents................................... $14,433 $ 8,550
Working capital............................................. $24,678 $25,486
Current ratio............................................... 1.6:1 1.6:1
Long-term liabilities to total capitalization............... 10.1% 11.6%
Shareholders' equity per share.............................. $ 3.47 $ 3.20
Days' sales in receivables.................................. 54 64
Days' sales in inventories.................................. 26 30
Net cash provided by operating activities was $7.0 million in 2000 compared
with cash used by operating activities of $12.7 million in 1999. The cash flow
from operating activities in 2000 is primarily attributable to reduced inventory
and accounts receivable. Favorable collection results during the fourth quarter
of 2000 contributed to the Company's strong cash position as of year-end. During
2000, the Company's cash position ranged from $1.6 million to $14.3 million.
Cash flows from investing activities during 2000 included approximately $3.0
million from the sale of a real estate asset. Approximately $2.9 million in cash
was utilized to purchase 859,900 shares under the Company's stock repurchase
program during 2000.
The use of cash from operating activities in 1999 is attributable to an
increased investment in working capital, primarily accounts receivable and
inventory. Additionally, operating cash flows were utilized to pay certain EDG
sale and transition related costs. Cash flows from investing activities during
1999 included $178.7 million of net proceeds from the sales of EDG and PMD and
$13.4 million from the sale of real estate. These proceeds were utilized,
primarily, to payoff $109 million of outstanding bank borrowings and fund two
cash distributions to shareholders, totaling $67.3 million ($7.00 per share), in
June and December of 1999.
The Company believes that sufficient cash resources exist to support
requirements for its operations and commitments through available cash, bank
borrowings and cash generated from operations. The Company has a line of credit
in the amount of $20 million to finance working capital needs to operate and
grow its businesses. Management believes that is has access to additional
financing as required.
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
PAGE
----
Financial Statements:
Report of Independent Accountants......................... 10
Consolidated Statement of Operations for the three years
ended December 31, 2000................................ 11
Consolidated Balance Sheet at December 31, 2000 and
1999................................................... 12
Consolidated Statement of Shareholders' Equity for the
three years ended December 31, 2000.................... 13
Consolidated Statement of Cash Flows for the three years
ended December 31, 2000................................ 14
Notes to Consolidated Financial Statements................ 15
Financial Statement Schedule:
Schedule II -- Valuation and Qualifying Accounts.......... 25
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.
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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, 2000 and
1999, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States of America. In addition, in
our opinion, the financial statement schedule listed in the accompanying index
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
These financial statements and financial statement schedule are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, 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 our opinion.
PricewaterhouseCoopers LLP
Los Angeles, California
February 8, 2001
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CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
YEAR ENDED DECEMBER 31,
--------------------------------
2000 1999 1998
-------- -------- --------
Net sales............................................... $251,887 $240,420 $212,468
-------- -------- --------
Costs and expenses
Cost of products sold................................. 214,831 199,011 170,244
Selling and administrative............................ 32,317 31,977 36,547
Depreciation and amortization......................... 1,593 1,538 4,424
Interest, net......................................... (254) (139) 12,038
Special items, net.................................... (437) (1,042) 9,900
-------- -------- --------
248,050 231,345 233,153
-------- -------- --------
Income (loss) from continuing operations before income
taxes................................................. 3,837 9,075 (20,685)
Income tax provision (benefit).......................... 1,518 3,587 (7,496)
-------- -------- --------
Income (loss) from continuing operations................ 2,319 5,488 (13,189)
Income from discontinued operations..................... 7,275
Reserve recovery (loss) on sale of discontinued
operations............................................ 1,379 (56,849)
-------- -------- --------
Net income (loss)....................................... $ 2,319 $ 6,867 $(62,763)
======== ======== ========
SHARE AND PER SHARE DATA
BASIC
Income (loss) from continuing operations.............. $ .26 $ .57 $ (1.40)
Income from discontinued operations................... .77
Reserve recovery (loss) on sale of discontinued
operations......................................... .15 (6.04)
-------- -------- --------
Net income (loss)..................................... $ .26 $ .72 $ (6.67)
======== ======== ========
Weighted average common shares........................ 8,999 9,595 9,411
======== ======== ========
DILUTED
Income (loss) from continuing operations.............. $ .26 $ .57 $ (1.40)
Income from discontinued operations................... .77
Reserve recovery (loss) on sale of discontinued
operations......................................... .14 (6.04)
-------- -------- --------
Net income (loss)..................................... $ .26 $ .71 $ (6.67)
======== ======== ========
Weighted average common shares........................ 9,025 9,646 9,411
======== ======== ========
See Accompanying Notes to Consolidated Financial Statements.
11
13
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
ASSETS
DECEMBER 31,
------------------
2000 1999
------- -------
Current assets
Cash and cash equivalents................................. $14,433 $ 8,550
Accounts receivable, less allowance for doubtful accounts
of $1,222 and $1,112................................... 31,701 33,980
Inventories............................................... 15,065 19,588
Prepaid expenses and other................................ 4,012 4,363
Real estate held for sale................................. 109
------- -------
Total current assets.............................. 65,211 66,590
------- -------
Fixed assets, at cost
Land...................................................... 35 35
Buildings and improvements................................ 769 747
Equipment................................................. 9,522 9,410
------- -------
10,326 10,192
Less accumulated depreciation............................. (6,088) (5,953)
------- -------
Total fixed assets................................ 4,238 4,239
------- -------
Goodwill, less accumulated amortization of $791 and $712.... 1,540 1,394
Other assets................................................ 3,437 3,728
------- -------
$74,426 $75,951
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable.......................................... $24,492 $23,444
Accrued payroll........................................... 2,685 2,232
Accrued liabilities....................................... 13,356 15,428
------- -------
Total current liabilities......................... 40,533 41,104
------- -------
Deferred compensation and other............................. 3,411 4,051
Shareholders' equity
Preferred stock
Authorized -- 1,000,000 shares
Outstanding -- none
Common stock
Authorized -- 35,000,000 shares
Outstanding -- 8,790,936 and 9,608,315 shares............. 33,117 35,750
Accumulated deficit....................................... (2,635) (4,954)
------- -------
Total shareholders' equity........................ 30,482 30,796
------- -------
Commitments and contingencies
$74,426 $75,951
======= =======
See Accompanying Notes to Consolidated Financial Statements.
12
14
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(DOLLARS IN THOUSANDS)
RETAINED
COMMON STOCK EARNINGS
--------------------- (ACCUMULATED
SHARES AMOUNT DEFICIT)
--------- -------- ------------
Balance at December 31, 1997.......................... 9,326,391 $100,410 $ 50,942
Employee stock plans................................ 203,910 1,866
Net loss............................................ (62,763)
--------- -------- --------
Balance at December 31, 1998.......................... 9,530,301 102,276 (11,821)
Net income.......................................... 6,867
Payment of cash distributions....................... (67,258)
Exercise of warrants................................ 78,014 732
--------- -------- --------
Balance at December 31, 1999.......................... 9,608,315 35,750 (4,954)
Employee stock plans................................ 42,521 89
Net income.......................................... 2,319
Stock repurchase program............................ (859,900) (2,946)
Other stock transactions............................ 224
--------- -------- --------
Balance at December 31, 2000.......................... 8,790,936 $ 33,117 $ (2,635)
========= ======== ========
See Accompanying Notes to Consolidated Financial Statements.
13
15
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
--------------------------------
2000 1999 1998
------- --------- --------
Cash flows from operating activities:
Net income (loss)..................................... $ 2,319 $ 6,867 $(62,763)
Depreciation.......................................... 1,514 1,464 5,908
Amortization of intangibles........................... 79 74 3,777
Provision for losses on accounts receivable........... 166 663 1,566
Gain on sale of real estate........................... (2,842) (1,497)
Loss on sale of business.............................. 455
Loss (reserve recovery) on sale of discontinued
operations......................................... (1,379) 56,849
Business system charge................................ 8,000
Changes in assets and liabilities, net of acquisitions
and disposals...................................... 5,764 (19,310) 18,378
------- --------- --------
Net cash provided by (used in) operating
activities.................................. 7,000 (12,663) 31,715
------- --------- --------
Cash flows from investing activities:
Purchases of fixed assets and other................... (1,730) (2,086) (9,142)
Net proceeds from sale of businesses.................. 295 178,692 41,372
Net proceeds from sale of real estate................. 2,951 13,434
------- --------- --------
Net cash provided by investing activities..... 1,516 190,040 32,230
------- --------- --------
Cash flows from financing activities:
Bank borrowings (payments), net....................... (109,000) (64,489)
Cash distributions to shareholders.................... (67,258)
Employee stock plans and other........................ 313 732 1,866
Purchases of common stock............................. (2,946)
------- --------- --------
Net cash used in financing activities......... (2,633) (175,526) (62,623)
------- --------- --------
Net increase in cash and cash equivalents............... 5,883 1,851 1,322
Cash and cash equivalents at beginning of year.......... 8,550 6,699 5,377
------- --------- --------
Cash and cash equivalents at end of year................ $14,433 $ 8,550 $ 6,699
======= ========= ========
Changes in assets and liabilities, net of acquisitions
and disposals:
Accounts receivable................................... $ 2,169 $ (4,518) $ (7,822)
Inventories........................................... 4,523 (1,836) 261
Accounts payable...................................... 1,048 (4,011) 8,251
Accrued liabilities and other......................... (1,976) (8,945) 17,688
------- --------- --------
Net change.................................... $ 5,764 $ (19,310) $ 18,378
======= ========= ========
Supplemental cash flow information:
Interest paid......................................... $ 35 $ 729 $ 12,073
Income taxes paid..................................... $ 1,854 $ -- $ 176
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.
Cash and cash equivalents -- 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's operations include
computer systems integration; distribution of aftermarket products for
recreational vehicles, motorcycles, snowmobiles and powerboats; and specialty
manufacturing for the computer and electronics markets. Prior to 1999, the
Company was primarily a national distributor of electronic components. In
addition, the Company previously distributed graphics and electronic imaging
products throughout the Western and Central United States. The businesses
engaged in these activities were sold in January 1999 and September 1998. Sales
are recognized and trade receivables are recorded when products are shipped or
when services are provided assuming no significant Company obligations remain
and collection of related receivables is probable. Concentrations of credit risk
with respect to trade receivables are generally limited due to the large number
and general dispersion of trade accounts which constitute the Company's customer
base. During 2000, the Company had one systems integration customer that
accounted for approximately 12% of net sales. At December 31, 2000 and 1999, the
Company had two systems integration customers that accounted for approximately
38% and 28% of accounts receivable, respectively. 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, consisting primarily of finished goods, are
stated at the lower of cost (determined using weighted average and first-in,
first-out methods) or market (net realizable value).
Fixed assets, depreciation and amortization -- All fixed assets are
recorded at cost and 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 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.
15
17
Per share data -- Basic earnings per share data are based upon the weighted
average number of common shares outstanding. Diluted earnings per share data are
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.
DISCONTINUED OPERATIONS
Sale of Electronics Distribution Group -- In October 1998, the Company
agreed to sell its Electronics Distribution Group ("EDG") for approximately $185
million in cash and the assumption of substantially all of the liabilities of
EDG, subject to post closing adjustments. The sale was approved by the Company's
shareholders and closed in January 1999. The sale resulted in a loss of
approximately $57.6 million ($58.6 million after tax), including employee
separation costs ($10.1 million), business system commitments ($4.7 million),
transaction costs ($3.0 million), and other exit costs ($4.1 million). The net
assets of EDG at December 31, 1998 included the following:
Accounts receivable, net.................................... $ 57,524
Inventories................................................. 113,174
Prepaid expenses and other.................................. 682
Properties, net............................................. 17,514
Goodwill, net............................................... 65,292
Accounts payable and accrued liabilities.................... (38,664)
--------
215,522
Recorded amounts in excess of net realizable value.......... (35,692)
--------
Net realizable value........................................ $179,830
========
For the year ended December 31, 1998, EDG had sales of $470.4 million and
income of $5.4 million.
Sale of Graphics Imaging Group -- In September 1998, the Company sold
substantially all of the assets and liabilities of its Graphics Imaging Group
("Graphics") for a net price of approximately $41.4 million. The sale resulted
in a gain of approximately $3.0 million ($1.7 million after tax). The results of
Graphics have been classified with discontinued operations in the accompanying
financial statements. For the year ended December 31, 1998, Graphics had sales
of $99.6 million and income of $1.9 million.
During 1999, the Company released approximately $2.3 million ($1.4 million
net of tax) of reserves, based on a reassessment of estimated exposures, related
to discontinued operations. The Company's accrued liabilities include
approximately $7.6 million and $10.0 million of amounts attributable to
discontinued operations at December 31, 2000 and 1999, respectively.
SPECIAL ITEMS
Systems Integration Realignment and Corporate Identity -- During the second
quarter of 2000, the Company recorded special pre-tax charges totaling $2.4
million. The charges consisted of $1.8 million for costs associated with the
realignment of the Company's Systems Integration operations and $.6 million for
costs associated with a corporate identity program which included new marketing
initiatives for branding and sales development. Components of the realignment
charge included separation costs, asset write-downs and other exit costs related
to the consolidation of facilities, logistics, and sales and service operations.
Substantially all costs relating to these charges were paid during 2000.
16
18
Sale of Real Estate -- During 1998, in connection with the sale of EDG, the
Company's Board of Directors approved a plan to dispose of certain real estate
assets. The real estate assets and related improvements, consisting of six
properties, had an aggregate net book value of approximately $12.0 million.
During 2000, the Company recorded a pre-tax gain of approximately $2.8 million
from the disposition of a real estate asset. This sale represented the final
property disposition in connection with the Board of Directors approved plan.
During 1999, the Company completed the sale of five properties for aggregate net
proceeds of $13.4 million. These 1999 sales resulted in a pre-tax gain of $1.5
million. The aggregate net book value of the unsold real estate asset as of
December 31, 1999 has been classified as a current asset in the consolidated
balance sheet.
Sale of Precision Metalcraft Division ("PMD") -- In July 1999, the Company
sold substantially all of the assets and liabilities of one of its electronics
manufacturing businesses for $3 million ($2 million cash and a note receivable
of $1 million). The sale resulted in a pre-tax loss of $455,000. For the years
ended December 31, 1999 and 1998, PMD had sales of $6.1 million and $8.6 million
and operating income of $.5 million and $.2 million.
Business System and Corporate Resizing Charges -- During the third quarter
of 1998, the Company recorded special pre-tax charges totaling $13.8 million.
The charges consisted of $8.0 million to write-off the investment and provide
for related commitments for the discontinuance of the use and development of a
business system. The Company also charged $3.0 million to discontinued
operations for business system costs associated with Graphics. Additionally, the
Company provided $5.8 million for employee separation and related exit costs to
resize EDG ($3.9 million) and corporate operations ($1.9 million). Under the
resizing program, the Company reduced its work force by approximately 85
employees primarily in management and support positions. Substantially all costs
relating to the resizing program were paid during 1998.
FLOOR PLAN ARRANGEMENTS
The Company finances certain inventory purchases through floor plan
arrangements with two finance companies. The available lines of credit have
fluctuated seasonally. The amount of aggregate outstanding floor plan
obligations ranged between $8.8 million and $16.2 million during 2000 and $11.1
million and $30.8 million during 1999, and were secured by certain of the
Company's inventory and accounts receivable. Additionally, the finance companies
maintain intercreditor agreements with the Company's primary lender. The
outstanding amounts are payable in 30 to 45 days. The arrangements are generally
subsidized by computer products manufacturers and are interest free if amounts
are paid within the specified terms. Interest paid under floor plan arrangements
for the periods presented was not significant. At December 31, 2000 and 1999,
the Company had outstanding floor plan obligations of $16.2 and $16.5 million,
respectively, which are included as a component of accounts payable.
BORROWINGS
In April 1999, the Company entered into a credit agreement, as amended,
with its primary lender for a line of credit in the amount of $20 million to
finance short term cash flow and working capital requirements. The credit
agreement expires in May 2002 and provides for interest at either the bank's
reference rate or LIBOR plus 1.375%. The line of credit is subject to an annual
commitment fee of .375% on the unused line of credit. Available borrowing
capacity is subject to a borrowing base calculation based on a percentage of the
Company's available accounts receivable and inventories. The Company is subject
to certain restrictive covenants including minimum interest coverage, minimum
net worth and a maximum leverage ratio. Outstanding borrowings are secured by
the assets of the Company, except those assets that secure borrowings under
floor plan arrangements. At December 31, 2000 and 1999, the Company had no
outstanding borrowings under the credit agreement.
17
19
Concurrent with the acquisition of Milgray Electronics, Inc. ("Milgray"),
the Company entered into a $250 million secured revolving credit facility to
finance the purchase of Milgray, retire existing debt of both companies and
provide for ongoing working capital requirements. The facility provided for
interest at either the bank's reference rate or LIBOR plus 1.50%. The facility
included a $50 million term loan, payable quarterly over five years, and a
revolving credit line. In January 1999, the Company repaid all bank borrowings
under the credit facility with a portion of the proceeds from the sale of EDG.
STOCK REPURCHASE PROGRAM
In February 2000, the Board of Directors authorized a stock repurchase
program of up to 1,000,000 shares of the Company's outstanding common stock
during the year 2000. The common stock could be repurchased in the open market
at varying prices depending on market conditions and other factors. During 2000,
the Company repurchased 859,900 shares at an average price of $3.43 per share
under the repurchase agreement. The repurchase program expired on December 31,
2000.
CASH DISTRIBUTIONS TO SHAREHOLDERS
During 1999, the Company paid two cash distributions totaling $67.3 million
($7.00 per share) to shareholders representing the net proceeds from the sale of
EDG and the disposition of certain real estate properties. The first
distribution ($5.70 per share) was paid on June 8, 1999 to shareholders of
record on May 25, 1999. The second distribution ($1.30 per share) was paid on
December 17, 1999 to shareholders of record on December 10, 1999. The
distributions represented a return of capital and the aggregate amount has been
recorded as a reduction in the carrying value of common stock.
STOCK PLANS AND WARRANTS
The Company maintains certain stock option plans which provide for the
issuance of common stock to be available for purchase by employees. The Company
also maintains a plan which provides for the issuance of 150,000 shares of
common stock to be available for purchase by non-employee directors of the
Company. The shares initially authorized for issuance under these plans have
been subsequently increased by certain stock dividends declared in previous
years.
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 have terms of five or ten years, vest over four
years and were issued at market value. During 1999, option exercise prices for
previously issued options were reduced by $7.00 per share for the effect of the
Company's cash distributions to shareholders.
18
20
A summary of activity under the plans follows:
WEIGHTED
AVERAGE FAIR
AVAILABLE SHARES EXERCISE VALUE OF
FOR FUTURE UNDER PRICE OPTION
GRANT OPTION PER SHARE PER SHARE
---------- --------- --------- ---------
Outstanding at December 31, 1997...... 735,099 1,165,076 $14.32
Granted............................. (69,000) 69,000 13.51 $4.34
Exercised........................... (56,829) 9.30
Canceled............................ 282,525 (282,525) 14.39
-------- ---------
Outstanding at December 31, 1998...... 948,624 894,722 14.55
Granted............................. (815,000) 815,000 4.13 $1.34
Canceled............................ 564,399 (564,399) 12.36
-------- ---------
Outstanding at December 31, 1999...... 698,023 1,145,323 5.17
Granted............................. (143,500) 143,500 2.43 $1.48
Canceled............................ 276,664 (276,664) 6.68
Expired............................. (373,157)
-------- ---------
Outstanding at December 31, 2000...... 458,030 1,012,159 $ 4.37
======== =========
A summary of stock options outstanding at December 31, 2000 follows:
REMAINING WEIGHTED
OPTION LIFE OPTIONS OPTIONS AVERAGE
IN YEARS OUTSTANDING EXERCISABLE EXERCISE PRICE
- --------------------------------------------- ----------- ----------- --------------
1......................................... 42,330 42,330 $7.40
2......................................... 28,100 17,820 8.74
3......................................... 1,000 1,000 6.69
4......................................... 147,229 45,979 5.98
5 or more................................. 793,500 121,000 4.40
--------- -------
1,012,159 228,129 $5.62
========= =======
At December 31, 1999 and 1998, 192,467 and 332,139 options were exercisable
at weighted average exercise prices of $7.26 and $14.03, respectively.
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. During 1999, the Company temporarily
suspended the ESPP while completing the sale of certain businesses and the cash
distributions to shareholders. The ESPP resumed during the second quarter of
2000. Under the ESPP, the Company issued 42,521, -0- and 147,081 shares during
2000, 1999 and 1998. The weighted average fair value per share of the purchase
rights granted in 2000 and 1998 were $.79 and $2.73. At December 31, 2000,
514,989 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. Warrants representing -0-, 78,014
and -0- shares were exercised in 2000, 1999 and 1998. In accordance with a
formula in the warrant agreement, the number and exercise price of the warrants
were adjusted in 1999 following the $7.00 per share cash distributions to
shareholders. At December 31, 2000, warrants to purchase 526,556 shares at an
exercise price of $3.06 per share were outstanding after giving effect to the
adjustment. On February 1, 2001, 47,870 warrants were exercised. The remaining
478,686 of unexercised warrants expired on this date.
The Black-Scholes model was utilized for estimating the fair value of
stock-based grants using an assumed volatility of approximately 60% for 2000 and
30% for 1999 and 1998 and an expected
19
21
four year life for stock options, and an assumed volatility of approximately 60%
for 2000 and 12% for 1998 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
decreased net income by $.5 million ($.05 per share) in 2000, decreased net
income by $1.2 million ($.13 per share) in 1999 and increased the net loss by
$1.9 million ($.20 per share) in 1998.
INCOME TAXES
The income tax provision (benefit) charged to continuing operations was as
follows (in thousands):
2000 1999 1998
------ ------ -------
Current
Federal............................................. $1,387 $ (546) $(3,729)
State............................................... 416 86 (461)
Deferred
Federal............................................. (247) 3,667 (3,078)
State............................................... (38) 380 (228)
------ ------ -------
$1,518 $3,587 $(7,496)
====== ====== =======
A reconciliation of the federal statutory tax rate to the effective tax
rate follows:
2000 1999 1998
---- ---- -----
Federal statutory tax rate.................................. 34.0% 34.0% (34.0)%
State taxes, net of federal benefit......................... 4.9 4.6 (5.2)
Other, net.................................................. .6 .9 3.0
---- ---- -----
Effective tax rate.......................................... 39.5% 39.5% (36.2)%
==== ==== =====
The provision (benefit) for deferred income taxes is summarized as follows
(in thousands):
2000 1999 1998
----- ------ -------
Business system and corporate resizing................. $ -- $3,603 $(4,315)
Receivables allowance.................................. (177) (332) (219)
Inventory reserves..................................... 20 (15) (14)
Employee benefit accruals.............................. (21) 889 (243)
Depreciation........................................... 97 (555) 388
Lease commitment provision............................. 505 315
Other.................................................. (204) (48) 782
----- ------ -------
$(285) $4,047 $(3,306)
===== ====== =======
20
22
Deferred tax balances were composed of the following (in thousands):
DECEMBER 31,
----------------
2000 1999
------ ------
Deferred tax assets:
Receivables allowance..................................... $ 387 $ 413
Inventory reserves........................................ 211 240
Employee benefit accruals................................. 855 755
Discontinued operations................................... 2,462 3,124
------ ------
3,915 4,532
Deferred tax liabilities:
Depreciation.............................................. (93) (257)
Other..................................................... (219) (591)
------ ------
Net deferred tax balances................................... $3,603 $3,684
====== ======
Net current deferred tax assets, included with prepaid expenses and other,
and noncurrent deferred tax assets, included with other assets, were as follows
(in thousands):
DECEMBER 31,
----------------
2000 1999
------ ------
Current deferred income tax benefits (liabilities)
Federal................................................... $3,269 $3,455
State..................................................... (73) (35)
Noncurrent deferred income tax benefits
Federal................................................... 390 231
State..................................................... 17 33
------ ------
$3,603 $3,684
====== ======
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 matching contributions
and discretionary contributions to the plan, as determined by the Board of
Directors, were $0.2 million in 2000, $0.3 million in 1999, $0.4 million in
1998.
The Company has deferred compensation plans available for certain officers
and other key employees. Expense associated with the deferred compensation
element of these plans was $0.1 million in 2000, $0.3 million in 1999 and $0.7
million in 1998.
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.
COMMITMENTS AND CONTINGENCIES
At December 31, 2000, the Company had operating leases on certain of its
facilities and equipment expiring in various years through 2006. Under certain
operating leases, the Company is required to pay property taxes and insurance.
Rent expense pertaining to operating leases for continuing operations was $1.9
million in 2000, $1.7 million in 1999 and $4.8 million in 1998.
21
23
Minimum annual rentals on operating leases for the five years subsequent to
2000 and thereafter are as follows (in thousands):
2001................................ $1,795
2002................................ 1,578
2003................................ 887
2004................................ 482
2005................................ 159
Thereafter.......................... 25
------
$4,926
======
The Company is involved in litigation incidental to its current and
discontinued business. The resolution of this litigation is not expected to have
a material effect on the Company's financial position.
SHAREHOLDER RIGHTS PLAN
On February 1, 1999, the Board of Directors adopted a Shareholder Rights
Plan (the "Plan"). Under the Plan, the Board declared a dividend of one
Preferred Share Purchase Right (the "Right") for each outstanding common share
of the Company.
Generally, the Rights become exercisable in a specified period of time
after any person or group of affiliated persons becomes a holder of 18% or more
of the aggregate outstanding common stock. Once the Rights become exercisable
they entitle all other shareholders to purchase, by payment of a $17.25 exercise
price, one one-hundredth of a share of Series A Junior participating Preferred
Stock, subject to adjustment, with a value of twice the exercise price. In
addition, at any time after an 18% position is acquired and prior to the
acquisition of a 50% position, the Board of Directors may require, in whole or
in part, each outstanding Right (other than Rights held by the acquiring person
or group of affiliated persons) to be exchanged for one share of common stock or
one one-hundredth of a share of Series A Junior Participating Preferred Stock.
The Rights may be redeemed by the Company at a price of $0.01 per Right at
anytime prior to their expiration on May 31, 2001 unless extended or earlier
redeemed or exchanged.
BUSINESS SEGMENT AND RELATED INFORMATION
The Company has three reportable business segments: Systems Integration, a
full service value-added computer integrator; Recreational Products, a
distributor of replacement parts and accessories for recreational and other
leisure-time vehicles; and Electronics Manufacturing, two specialty
manufacturers of high precision stamping and certain passive components. The
specialty manufacturing business engaged in high precision stamping was sold in
July 1999. Each operating segment offers unique products and services and has
separate management. The accounting policies of the segments are the same as
described in the Summary of Accounting Policies.
22
24
Summarized financial information regarding the Company's reportable
segments is shown in the following table (in thousands):
YEAR ENDED DECEMBER 31,
--------------------------------
2000 1999 1998
-------- -------- --------
Net sales
Systems Integration........................... $188,907 $177,530 $149,158
Recreational Products......................... 49,799 48,985 47,070
Electronics Manufacturing..................... 13,181 13,905 16,240
-------- -------- --------
$251,887 $240,420 $212,468
======== ======== ========
Operating income (loss)
Systems Integration........................... $ 10 $ 5,726 $ 6,604
Recreational Products......................... 1,666 3,029 3,289
Electronics Manufacturing..................... 3,317 1,765 1,790
Special items................................. 2,242 1,497 (9,900)
Corporate costs............................... (3,652) (3,081) (10,430)
-------- -------- --------
3,583 8,936 (8,647)
Interest, net................................. 254 139 (12,038)
-------- -------- --------
Income (loss) from continuing operations
before income taxes........................ $ 3,837 $ 9,075 $(20,685)
======== ======== ========
Depreciation and amortization
Systems Integration........................... $ 691 $ 819 $ 788
Recreational Products......................... 229 212 216
Electronics Manufacturing..................... 34 294 528
Corporate..................................... 639 213 2,644
Discontinued operations....................... 5,509
-------- -------- --------
$ 1,593 $ 1,538 $ 9,685
======== ======== ========
Total assets
Systems Integration........................... $ 28,595 $ 31,788 $ 37,782
Recreational Products......................... 16,571 18,276 16,721
Electronics Manufacturing..................... 3,940 2,499 6,321
Corporate..................................... 25,320 23,388 30,105
Discontinued operations....................... 179,830
-------- -------- --------
$ 74,426 $ 75,951 $270,759
======== ======== ========
Capital expenditures
Systems Integration........................... $ 609 $ 491 $ 1,152
Recreational Products......................... 115 182 137
Electronics Manufacturing..................... 45 115 302
Corporate..................................... 736 1,298 2,932
Discontinued operations....................... 4,619
-------- -------- --------
$ 1,505 $ 2,086 $ 9,142
======== ======== ========
23
25
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, 2000
Net sales................................................... $54,927 $61,064 $72,718 $63,178
------- ------- ------- -------
Costs and expenses
Cost of sales............................................. 46,729 51,327 62,985 53,790
Selling and administrative................................ 7,385 8,227 8,598 8,107
Depreciation and amortization............................. 389 384 397 423
Interest, net............................................. (43) (21) (104) (86)
Special items, net........................................ (437)
------- ------- ------- -------
54,460 59,480 71,876 62,234
------- ------- ------- -------
Income before income taxes.................................. 467 1,584 842 944
Income tax provision........................................ 185 626 333 374
------- ------- ------- -------
Net income.................................................. $ 282 $ 958 $ 509 $ 570
======= ======= ======= =======
SHARE AND PER SHARE DATA
BASIC
Net income................................................ $ .03 $ .11 $ .06 $ .06
======= ======= ======= =======
Weighted average common shares............................ 9,529 8,860 8,835 8,773
======= ======= ======= =======
DILUTED
Net income................................................ $ .03 $ .11 $ .06 $ .06
======= ======= ======= =======
Weighted average common shares............................ 9,631 8,860 8,836 8,773
======= ======= ======= =======
YEAR ENDED DECEMBER 31, 1999
Net sales................................................... $54,151 $60,781 $76,586 $48,902
------- ------- ------- -------
Costs and expenses
Cost of sales............................................. 45,026 49,460 64,730 39,795
Selling and administrative................................ 7,510 7,779 8,791 7,897
Depreciation and amortization............................. 371 400 419 348
Interest, net............................................. 360 (418) 1 (82)
Special items, net........................................ (161) (881)
------- ------- ------- -------
53,267 57,221 73,780 47,077
------- ------- ------- -------
Income from continuing operations before income taxes....... 884 3,560 2,806 1,825
Income tax provision........................................ 354 1,423 1,122 688
------- ------- ------- -------
Income from continuing operations........................... 530 2,137 1,684 1,137
Reserve recovery on sale of discontinued operations......... 1,379
------- ------- ------- -------
Net income.................................................. $ 530 $ 2,137 $ 1,684 $ 2,516
======= ======= ======= =======
SHARE AND PER SHARE DATA
BASIC
Income from continuing operations......................... $ .06 $ .22 $ .17 $ .12
Reserve recovery on sale of discontinued operations....... .14
------- ------- ------- -------
Net income................................................ $ .06 $ .22 $ .17 $ .26
======= ======= ======= =======
Weighted average common shares............................ 9,556 9,608 9,608 9,608
======= ======= ======= =======
DILUTED
Income from continuing operations......................... $ .06 $ .22 $ .17 $ .12
Reserve recovery on sale of discontinued operations....... .14
------- ------- ------- -------
Net income................................................ $ .06 $ .22 $ .17 $ .26
======= ======= ======= =======
Weighted average common shares............................ 9,576 9,624 9,672 9,713
======= ======= ======= =======
24
26
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
ADDITIONS
--------- DEDUCTIONS
CHARGE TO -----------
BALANCE AT COSTS ACCOUNTS BALANCE
BEGINNING AND CHARGED OFF AT END
DESCRIPTION OF PERIOD EXPENSES (RECOVERED) OF PERIOD
----------- ---------- --------- ----------- ---------
Allowance for doubtful accounts:
Year ended December 31:
1998..................................... $2,673 1,566 3,755(1) $ 484
1999..................................... $ 484 495 (133) $1,112
2000..................................... $1,112 166 56 $1,222
- ---------------
(1) Amount includes balances related to the discontinued operations of EDG and
Graphics.
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 will appear in the Proxy Statement for the 2001 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 will appear in the Proxy Statement for
the 2001 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 will appear under "Election of
Directors" in the Proxy Statement for the 2001 Annual Meeting of Shareholders
and is hereby incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 will appear in the Proxy Statement for
the 2001 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 February 8, 2001 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. 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.
b. Amendments to Restated By-laws.
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. Form of Severance Agreement between the Registrant and its
executive officers is incorporated by reference to Exhibit
10.9 to Registrant's Form 8-B dated March 22, 1995, as
amended.
26
28
h. 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.
i. 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.
j. 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.
k. 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.
l. 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.
m. 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.
n. 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.
o. 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.
p. 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.
q. 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.
r. 1997 Deferred Compensation Plan dated August 27, 1997 is
incorporated by reference to Registrant's Form S-8 dated
August 28, 1997.
s. The Employment Agreement between the Registrant and Tracy A.
Edwards, dated February 1, 1999 is incorporated by reference
to Exhibit 10.s. and 10.t.
t. Form of Consulting Agreement between the Registrant and
Gordon Graham is filed herewith.
u. The Rights Agreement, dated February 1, 1999, by and between
Bell Industries, Inc. and Harris Trust Company of
California, as Rights Agent, is incorporated by reference to
Exhibit 1 to the Registrant's Form 8-A12B, dated February
25, 1999.
v. The Asset Purchase Agreement dated August 28, 1998 between
Bell Industries, Inc. and PrimeSource Corporation is
incorporated by reference to Exhibit 2.1 of the Registrant's
Form 8-K, event date September 14, 1998.
27
29
w. The Agreement of Purchase and Sale dated October 1, 1998
between Bell Industries, Inc. and Arrow Electronics, Inc. is
incorporated by reference to Exhibit 2.1 of the Registrant's
Form 8-K, event date October 1, 1998.
x. Credit Agreement dated as of April 14, 1999 between the
Registrant and Union Bank of California, N.A.
y. First Amendment to Credit Agreement dated as of April 26,
2000 between the Registrant and Union Bank of California,
N.A.
21. Subsidiaries of the Registrant.
23. Consent of Independent Accountants.
27. Financial Data Schedule.
(b) REPORTS ON FORM 8-K:
a) None.
28
30
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/ TRACY A. EDWARDS
------------------------------------
Tracy A. Edwards
President and Chief Executive
Officer
Date: March 26, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on March 26, 2001 by the following persons on
behalf of the Registrant and in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ TRACY A. EDWARDS President and Chief Executive Officer,
- ----------------------------------------------------- Director
Tracy A. Edwards
/s/ RUSSELL A. DOLL Senior Vice President and Chief Financial
- ----------------------------------------------------- and Accounting Officer
Russell A. Doll
/s/ JOHN J. COST Director and Secretary
- -----------------------------------------------------
John J. Cost
/s/ L. JAMES LAWSON Director
- -----------------------------------------------------
L. James Lawson
/s/ MICHAEL R. PARKS Director
- -----------------------------------------------------
Michael Parks
/s/ MARK E. SCHWARZ Director
- -----------------------------------------------------
Mark E. Schwarz
29
31
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER -----------
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. Form of Severance Compensation Agreement between the
Registrant and its executive officers(*)
h. Form of Indemnity Agreement between the Registrant and its
executive officers and directors(*)
i. The Amendment to Employment and Deferred Compensation
Agreement dated September 26, 1995(*)
j. Non-Employee Directors' Stock Option Plan, as revised(*)
k. Form of Stock Option Agreement between the Registrant and
Non-employee Directors(*)
l. The Amendment to Employment and Deferred Compensation
Agreement dated November 21, 1996(*)
m. 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(*)
32
EXHIBIT DESCRIPTION
NUMBER -----------
n. 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(*)
o. Severance Agreement dated January 20, 1997 between the
Registrant and Bruce M. Jaffe(*)
p. Amendment to the 1994 Stock Option Plan dated August 8,
1997(*)
q. Post-effective Amendment No. 1 to the 1994 Stock Option Plan
dated August 12, 1997(*)
r. 1997 Deferred Compensation Plan dated August 27, 1997(*)
s. Employment Agreement between the Registrant and Tracy A.
Edwards, dated February 1, 1999(*)
t. Form of Consulting Agreement between the Registrant and
Gordon Graham(*)
u. The Rights Agreement, dated February 1, 1999, by and between
Bell Industries, Inc. and Harris Trust Company of
California, as Rights Agent(*)
v. Asset Purchase Agreement dated August 28, 1998 between Bell
Industries, Inc. and PrimeSource Corporation(*)
w. The Agreement of Purchase and Sale dated October 1, 1998
between Bell Industries, Inc. and Arrow Electronics, Inc.(*)
x. Credit Agreement dated as of April 14, 1999 between the
Registrant and Union Bank of California, N.A.
y. First Amendment to Credit Agreement dated as of April 26,
2000 between the Registrant and Union Bank of California,
N.A.
21. Subsidiaries of the Registrant
23. Consent of Independent Accountants
- ---------------
(*) Incorporated by reference.