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8-K - ARROW ELECTRONICS, INC. 8-K - ARROW ELECTRONICS INCa50357068.htm
EX-99.2 - EXHIBIT 99.2 - ARROW ELECTRONICS INCa50357068ex99_2.htm

 
Exhibit 99.1
 
 
Arrow Electronics Reports Second-Quarter Results
 
-- Sales of $5.15 Billion and Non-GAAP Earnings Per Share of $1.11 --
 
-- Generated More Than $575 Million in Cash from Operations over Last 12 Months --
 
 
ENGLEWOOD, Colo.--(BUSINESS WIRE)--July 30, 2012--Arrow Electronics, Inc. (NYSE:ARW) today reported second-quarter 2012 net income of $114.4 million, or $1.02 per share on a diluted basis, compared with net income of $156.2 million, or $1.33 per share on a diluted basis in 2011. Excluding certain items in both 2012 and 2011 as described in the non-GAAP earnings reconciliation table, net income of $124.1 million, or $1.11 per share on a diluted basis, in the second quarter of 2012 compared with net income of $159.8 million, or $1.36 per share on a diluted basis, in the second quarter of 2011. Second-quarter sales of $5.15 billion declined 7 percent from sales of $5.54 billion in the prior year. Pro forma for acquisitions and excluding the impact of foreign currency, sales declined 5 percent year over year.
 
“In a challenging macroeconomic environment that weakened throughout the quarter, we executed well, with sales and earnings per share in line with our expectations. Although the macro environment continues to be challenging, we remain committed to selectively investing in line with our strategic priorities to drive organic growth and strengthen the business. At the same time, we are taking $20 million in additional cost and expense reduction actions as we continue to advance the efficiency of our organization,” said Michael J. Long, chairman, president, and chief executive officer.
 
“We remain focused on our key financial objectives and have generated more than $575 million in cash flow from operations over the last 12 months, well in excess of our target,” said Paul J. Reilly, executive vice president, finance and operations and chief financial officer. “We again delivered return on invested capital substantially ahead of our weighted average cost of capital.”
 
Global enterprise computing solutions (“ECS”) second-quarter sales of $1.70 billion increased 2 percent year over year. Sales were in line with our expectations driven by another quarter of strong performance in ECS Europe, with sales increasing 12 percent year over year in local currency, as our supplier matrix expansion strategy continues to pay dividends. In the Americas we performed very well, growing sales 3 percent year over year, even as market growth has slowed. On a global basis, we saw solid double-digit year-over-year growth in services, storage, and software, offset by declines in servers. During the quarter we completed the acquisition of The Altimate Group, a value-added distributor of enterprise and midrange computing products, services, and solutions. This transaction further strengthens our relationships with key hardware, software and storage suppliers in Europe, supporting the strategic initiative to extend the ECS product matrix across the region.
 
Global components second-quarter sales of $3.45 billion decreased 11 percent year over year. Sales in the Asia Pacific region were ahead of normal seasonality and our expectations on a sequential basis driven by strength in China and Taiwan, and declined 6 percent from the prior year. In the Americas sales were in line with normal seasonality on a sequential basis, and declined 4 percent year over year, as the business continues to perform well in a choppy market. Sales in our vertical lighting channel continue to outpace the market. European sales, while in line with normal seasonality, were down 14 percent year over year in local currency.
 
 
 

 
 
SIX-MONTH RESULTS
 
Arrow’s net income for the first six months of 2012 was $228.0 million, or $2.02 per share on a diluted basis, compared with net income of $292.5 million, or $2.49 per share on a diluted basis, in the first six months of 2011. Sales of $10.04 billion declined 7 percent year over year from sales of $10.76 billion in the year-ago period. Pro forma for acquisitions and excluding the impact of foreign currency, sales declined 6 percent year over year in the first six months of 2012.
 
Excluding certain items in both the first six months of 2012 and 2011 as described in the non-GAAP earnings reconciliation found below, net income would have been $243.9 million, or $2.16 per share on a diluted basis, for the first six months of 2012 compared with $305.8 million, or $2.60 per share on a diluted basis, for the first six months of 2011.
 
GUIDANCE
 
“Looking ahead, we believe that total third-quarter sales will be between $4.8 and $5.2 billion, with global components sales between $3.3 and $3.5 billion and global enterprise computing solutions sales between $1.5 and $1.7 billion. Earnings per share, on a diluted basis, excluding any charges, are expected to be in the range of $1.00 to $1.12. Our guidance assumes that the average Euro to USD exchange rate for the third quarter is 1.21 to 1,” said Mr. Reilly.
 
Please refer to the CFO commentary as a supplement to the company’s earnings release, which can be found at www.arrow.com/investor.
 
Arrow Electronics (www.arrow.com) is a global provider of products, services and solutions to industrial and commercial users of electronic components and enterprise computing solutions. Arrow serves as a supply channel partner for more than 120,000 original equipment manufacturers, contract manufacturers and commercial customers through a global network of more than 390 locations in 53 countries.
 
 
 

 
 
Certain Non-GAAP Financial Information
 
In addition to disclosing results that are determined in accordance with Generally Accepted Accounting Principles (“GAAP”), the company provides certain non-GAAP financial information relating to operating income, net income attributable to shareholders and net income per basic and diluted share, each as adjusted for certain charges, credits and losses that the company believes impact the comparability of its results of operations. These charges, credits and losses arise out of the company’s efficiency enhancement initiatives, acquisitions, and settlement of certain legal matters. A reconciliation of the company’s non-GAAP financial information to GAAP is set forth in the table below.
 
The company believes that such non-GAAP financial information is useful to investors to assist in assessing and understanding the company’s operating performance and underlying trends in the company’s business because management considers the charges, credits and losses referred to above to be outside the company’s core operating results. This non-GAAP financial information is among the primary indicators management uses as a basis for evaluating the company’s financial and operating performance. In addition, the company’s Board of Directors may use this non-GAAP financial information in evaluating management performance and setting management compensation.
 
The presentation of this additional non-GAAP financial information is not meant to be considered in isolation or as a substitute for, or alternative to, operating income, net income and net income per basic and diluted share determined in accordance with GAAP. Analysis of results and outlook on a non-GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with GAAP.
 
 
 

 
 
 
ARROW ELECTRONICS, INC.
EARNINGS RECONCILIATION
(In thousands except per share data)
(unaudited)
         
   
Quarter Ended
  Six Months Ended
 
   
June 30,
2012
 
July 2,
2011
 
June 30,
2012
 
July 2,
2011
 
                 
Operating income, as reported
  $ 188,689     $ 248,330     $ 376,138     $ 467,498  
Restructuring, integration, and other charges
    13,347       5,221       21,590       14,828  
Settlement of legal matter
    -       -       -       5,875  
Operating income, as adjusted
  $ 202,036     $ 253,551     $ 397,728     $ 488,201  
                           
Net income attributable to shareholders, as reported
  $ 114,383     $ 156,197     $ 228,011     $ 292,506  
Restructuring, integration, and other charges
    9,702       3,584       15,843       10,783  
Settlement of legal matter
    -       -       -       3,609  
Gain on bargain purchase
    -       -       -       (1,078 )
Net income attributable to shareholders, as adjusted
  $ 124,085     $ 159,781     $ 243,854     $ 305,820  
                           
Net income per basic share, as reported
    1.04     $ 1.35     $ 2.05     $ 2.54  
Restructuring, integration, and other charges
    .09       .03       .14       .09  
Settlement of legal matter
    -       -       -       .03  
Gain on bargain purchase
    -       -       -       (.01 )
Net income per basic share, as adjusted
  $ 1.12     $ 1.38     $ 2.19     $ 2.65  
                           
Net income per diluted share, as reported
  $ 1.02     $ 1.33     $ 2.02     $ 2.49  
Restructuring, integration, and other charges
    .09       .03       .14       .09  
Settlement of legal matter
    -       -       -       .03  
Gain on bargain purchase
    -       -       -       (.01 )
Net income per diluted share, as adjusted
  $ 1.11     $ 1.36     $ 2.16     $ 2.60  
                           
The sum of the components for basic and diluted net income per share, as adjusted, may not agree to totals, as presented, due to rounding.
 
 
Information Relating to Forward-Looking Statements
 
This press release includes forward-looking statements that are subject to numerous assumptions, 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, the company's implementation of its new enterprise resource planning system, changes in product supply, pricing and customer demand, competition, other vagaries in the global components and global ECS markets, changes in relationships with key suppliers, increased profit margin pressure, the effects of additional actions taken to become more efficient or lower costs, and the company’s ability to generate additional cash flow. Forward-looking statements are those statements, which are not statements of historical fact. These forward-looking statements can be identified by forward-looking words such as "expects," "anticipates," "intends," "plans," "may," "will," "believes," "seeks," "estimates," and similar expressions. 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 of the forward-looking statements.
 
 
 

 
 
 
ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(unaudited)
           
   
Quarter Ended
   
Six Months Ended
   
June 30,
2012
   
July 2,
2011
   
June 30,
2012
 
July 2,
2011
                             
Sales
 
$
5,150,563
   
$
5,539,931
   
$
10,040,092
 
$
10,762,934
Costs and expenses:
                           
Cost of sales
   
4,463,419
     
4,769,784
     
8,672,369
   
9,270,279
Selling, general and administrative expenses
   
457,073
     
490,590
     
912,910
   
955,510
Depreciation and amortization
   
28,035
     
26,006
     
57,085
   
48,944
Restructuring, integration, and other charges
   
13,347
     
5,221
     
21,590
   
14,828
Settlement of legal matter
   
-
     
-
     
-
   
5,875
     
4,961,874
     
5,291,601
     
9,663,954
   
10,295,436
Operating income
   
188,689
     
248,330
     
376,138
   
467,498
Equity in earnings of affiliated companies
   
1,428
     
1,408
     
3,612
   
2,621
Gain on bargain purchase
   
-
     
-
     
-
   
1,755
Interest and other financing expense, net
   
28,555
     
26,536
     
55,687
   
52,303
Income before income taxes
   
161,562
     
223,202
     
324,063
   
419,571
Provision for income taxes
   
47,081
     
66,891
     
95,859
   
126,763
Consolidated net income
   
114,481
     
156,311
     
228,204
   
292,808
Noncontrolling interests
   
98
     
114
     
193
   
302
Net income attributable to shareholders
 
$
114,383
   
$
156,197
   
$
228,011
 
$
292,506
Net income per share:
                           
Basic
 
$
1.04
   
$
1.35
   
$
2.05
 
$
2.54
Diluted
 
$
1.02
   
$
1.33
   
$
2.02
 
$
2.49
Average number of shares outstanding:
                           
Basic
   
110,433
     
115,434
     
111,218
   
115,323
Diluted
   
112,031
     
117,469
     
113,079
   
117,463
                             
 
 
 

 
 
ARROW ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands except par value)
         
   
June 30,
 
December 31,
   
2012
 
2011
ASSETS
 
(unaudited)
   
Current assets:
       
Cash and cash equivalents
 
$
325,832
   
$
396,887
 
Accounts receivable, net
   
4,401,677
     
4,482,117
 
Inventories
   
2,074,777
     
1,963,910
 
Other current assets
   
223,138
     
181,677
 
 
Total current assets
   
7,025,424
     
7,024,591
 
Property, plant and equipment, at cost:
       
Land
   
23,776
     
23,790
 
Buildings and improvements
   
145,934
     
147,215
 
Machinery and equipment
   
975,385
     
934,558
 
     
1,145,095
     
1,105,563
 
Less: Accumulated depreciation and amortization
   
(573,124
)
   
(549,334
)
Property, plant and equipment, net
   
571,971
     
556,229
 
Investments in affiliated companies
   
62,182
     
60,579
 
Intangible assets, net
   
406,324
     
392,763
 
Cost in excess of net assets of companies acquired
   
1,638,862
     
1,473,333
 
Other assets
   
330,139
     
321,584
 
 
Total assets
 
$
10,034,902
   
$
9,829,079
 
 
LIABILITIES AND EQUITY
       
Current liabilities:
       
Accounts payable
 
$
3,440,928
   
$
3,264,088
 
Accrued expenses
   
611,878
     
660,996
 
Short-term borrowings, including current portion of long-term debt
   
27,412
     
33,843
 
 
Total current liabilities
   
4,080,218
     
3,958,927
 
         
Long-term debt
   
1,957,873
     
1,927,823
 
Other liabilities
   
273,085
     
267,069
 
 
Equity:
       
Shareholders' equity:
       
Common stock, par value $1:
       
Authorized – 160,000 shares in 2012 and 2011
       
Issued – 125,424 and 125,382 shares in 2012 and 2011, respectively
   
125,424
     
125,382
 
Capital in excess of par value
   
1,068,529
     
1,076,275
 
Treasury stock (16,637 and 13,568 shares in 2012 and 2011, respectively), at cost
   
(555,110
)
   
(434,959
)
Retained earnings
   
3,000,968
     
2,772,957
 
Foreign currency translation adjustment
   
110,916
     
158,550
 
Other
   
(30,944
)
   
(29,393
)
 
Total shareholders' equity
   
3,719,783
     
3,668,812
 
 
Noncontrolling interests
   
3,943
     
6,448
 
 
Total equity
   
3,723,726
     
3,675,260
 
 
Total liabilities and equity
 
$
10,034,902
   
$
9,829,079
 
         
 
 
 

 
 
ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
 
   
Quarter Ended
   
June 30,
2012
 
July 2,
2011
Cash flows from operating activities:
       
Consolidated net income
 
$
114,481
   
$
156,311
 
Adjustments to reconcile consolidated net income to net cash provided by operations:
       
Depreciation and amortization
   
28,035
     
26,006
 
Amortization of stock-based compensation
   
6,891
     
10,821
 
Equity in earnings of affiliated companies
   
(1,428
)
   
(1,408
)
Deferred income taxes
   
(2,629
)
   
573
 
Restructuring, integration, and other charges
   
9,702
     
3,584
 
Excess tax benefits from stock-based compensation arrangements
   
(34
)
   
(1,152
)
Other
   
(1,440
)
   
734
 
Change in assets and liabilities, net of effects of acquired businesses:
       
Accounts receivable
   
(214,037
)
   
(164,965
)
Inventories
   
(81,464
)
   
(151,785
)
Accounts payable
   
244,623
     
163,088
 
Accrued expenses
   
(10,065
)
   
(2,142
)
Other assets and liabilities
   
(32,016
)
   
(4,698
)
 
Net cash provided by operating activities
   
60,619
     
34,967
 
 
Cash flows from investing activities:
       
Cash consideration paid for acquired businesses
   
(26,654
)
   
(63,324
)
Acquisition of property, plant and equipment
   
(26,611
)
   
(42,163
)
Purchase of cost method investment
   
(15,000
)
   
-
 
 
Net cash used for investing activities
   
(68,265
)
   
(105,487
)
 
Cash flows from financing activities:
       
Change in short-term and other borrowings
   
(3,503
)
   
(2,464
)
Proceeds from long-term bank borrowings, net
   
(291,900
)
   
101,700
 
Proceeds from exercise of stock options
   
628
     
18,996
 
Excess tax benefits from stock-based compensation arrangements
   
34
     
1,152
 
Repurchases of common stock
   
(100,114
)
   
(50,414
)
 
Net cash provided by (used for) financing activities
   
(394,855
)
   
68,970
 
 
Effect of exchange rate changes on cash
   
(11,375
)
   
11,272
 
Net increase (decrease) in cash and cash equivalents
   
(413,876
)
   
9,722
 
Cash and cash equivalents at beginning of period
   
739,708
     
521,302
 
Cash and cash equivalents at end of period
 
$
325,832
   
$
531,024
 
         
 
 
 

 
 
ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
     
   
Six Months Ended
   
June 30,
2012
 
July 2,
2011
Cash flows from operating activities:
       
Consolidated net income
 
$
228,204
   
$
292,808
 
Adjustments to reconcile consolidated net income to net cash provided by (used for) operations:
       
Depreciation and amortization
   
57,085
     
48,944
 
Amortization of stock-based compensation
   
14,146
     
21,178
 
Equity in earnings of affiliated companies
   
(3,612
)
   
(2,621
)
Deferred income taxes
   
16,332
     
(484
)
Restructuring, integration, and other charges
   
15,843
     
10,783
 
Settlement of legal matter
   
-
     
3,609
 
Excess tax benefits from stock-based compensation arrangements
   
(4,981
)
   
(6,880
)
Other
   
(2,897
)
   
373
 
Change in assets and liabilities, net of effects of acquired businesses:
       
Accounts receivable
   
119,977
     
113,584
 
Inventories
   
(105,821
)
   
(113,804
)
Accounts payable
   
109,425
     
(410,915
)
Accrued expenses
   
(74,629
)
   
(45,251
)
Other assets and liabilities
   
(58,118
)
   
(56,026
)
 
Net cash provided by (used for) operating activities
   
310,954
     
(144,702
)
 
Cash flows from investing activities:
       
Cash consideration paid for acquired businesses
   
(187,197
)
   
(442,337
)
Acquisition of property, plant and equipment
   
(48,864
)
   
(60,340
)
Purchase of cost method investment
   
(15,000
)
   
-
 
Net cash used for investing activities
   
(251,061
)
   
(502,677
 
)
Cash flows from financing activities:
     
 
 
Change in short-term and other borrowings
   
(12,577
)
   
(6,364
)
Proceeds from long-term bank borrowings, net
   
37,800
     
292,500
 
Proceeds from exercise of stock options
   
10,766
     
46,146
 
Excess tax benefits from stock-based compensation arrangements
   
4,981
     
6,880
 
Repurchases of common stock
   
(157,798
)
   
(96,861
)
Net cash provided by (used for) financing activities
   
(116,828
)
 
 
 
242,301
 
Effect of exchange rate changes on cash
   
(14,120
)
 
 
 
9,781
 
Net decrease in cash and cash equivalents
   
(71,055
)
   
(395,297
)
Cash and cash equivalents at beginning of period
   
396,887
     
926,321
 
Cash and cash equivalents at end of period
 
$
325,832
   
$
531,024
 
                 
 
 
 

 
 
ARROW ELECTRONICS, INC.
SEGMENT INFORMATION
(In thousands)
(unaudited)
         
   
Quarter Ended
  Six Months Ended   
   
June 30,
2012
 
July 2,
2011
 
June 30,
2012
 
July 2,
2011
 
Sales:
               
Global components
 
$
3,453,687
   
$
3,875,331
   
$
6,803,241
   
$
7,761,931
 
Global ECS
   
1,696,876
     
1,664,600
     
3,236,851
     
3,001,003
 
Consolidated
 
$
5,150,563
   
$
5,539,931
   
$
10,040,092
   
$
10,762,934
 
                 
Operating income (loss):
               
Global components
 
$
170,524
   
$
224,035
   
$
341,232
   
$
452,916
 
Global ECS
   
65,961
     
63,690
     
121,448
     
102,770
 
Corporate (a)
   
(47,796
)
   
(39,395
)
   
(86,542
)
   
(88,188
)
Consolidated
 
$
188,689
   
$
248,330
   
$
376,138
   
$
467,498
 
                                 
 
(a)
Includes restructuring, integration, and other charges of $13.3 million and $21.6 million for the second quarter and first six months of 2012 and $5.2 million and $14.8 million for the second quarter and first six months of 2011, respectively. Also included in the first six months of 2011 is a charge of $5.9 million related to the settlement of a legal matter.
 
CONTACT:
Arrow Electronics, Inc.
Contacts:
Greer Aviv, 303-824-3765
Senior Manager, Investor Relations
or
Paul J. Reilly, 631-847-1872
Executive Vice President, Finance and Operations & Chief Financial Officer
or
Media Contact:
John Hourigan, 303-824-4586
Director, Corporate Communications