1 Exhibit 99(f) PIONEER-STANDARD ELECTRONICS, INC. FINANCIAL STATEMENTS AND SCHEDULES PIONEER-TECHNOLOGIES GROUP, INC. FINANCIAL STATEMENTS AND SCHEDULES 1 2 BALANCE SHEETS - - - -------------------------------------------------------------------------------- PIONEER-STANDARD ELECTRONICS, INC. MARCH 31, 1994 AND 1993 - - - -------------------------------------------------------------------------------------------------------- ASSETS 1994 1993 - - - -------------------------------------------------------------------------------------------------------- CURRENT ASSETS: Cash $ 5,954,000 $ 1,864,000 Accounts receivable, less allowance for doubtful accounts (1994-$2,869,000, 1993-$1,713,000) 81,155,000 62,347,000 Merchandise inventory 85,754,000 67,101,000 Prepaid expenses 919,000 773,000 Deferred income taxes 4,391,000 3,471,000 - - - -------------------------------------------------------------------------------------------------------- Total current assets 178,173,000 135,556,000 INVESTMENT AND OTHER ASSETS: Investment in 50%-owned company 14,463,000 11,462,000 Other assets 1,831,000 1,683,000 PROPERTY AND EQUIPMENT, AT COST: Land 1,070,000 1,070,000 Buildings 12,706,000 12,076,000 Furniture and equipment 30,165,000 25,557,000 Leasehold improvements 1,876,000 2,091,000 - - - -------------------------------------------------------------------------------------------------------- 45,817,000 40,794,000 Less accumulated depreciation and amortization 20,245,000 17,635,000 - - - -------------------------------------------------------------------------------------------------------- Net property and equipment 25,572,000 23,159,000 - - - -------------------------------------------------------------------------------------------------------- $220,039,000 $171,860,000 =================================== ======================================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY - - - -------------------------------------------------------------------------------------------------------- CURRENT LIABILITIES: Notes payable to banks $ 2,000,000 $ 2,500,000 Accounts payable 68,585,000 46,019,000 Income taxes 3,088,000 3,119,000 Accrued salaries, wages and commissions 6,835,000 4,762,000 Other accrued liabilities 9,477,000 8,113,000 Long-term debt due within one year 3,056,000 262,000 - - - -------------------------------------------------------------------------------------------------------- Total current liabilities 93,041,000 64,775,000 LONG-TERM DEBT 22,272,000 21,328,000 DEFERRED INCOME TAXES 1,986,000 1,640,000 SHAREHOLDERS' EQUITY: Common shares, without par value, $.67 stated value: authorized 20,000,000 shares; outstanding 9,912,906 shares in 1994 and 9,793,374 shares in 1993 6,609,000 6,529,000 Capital in excess of stated value 15,806,000 15,665,000 Retained earnings 80,325,000 61,923,000 - - - -------------------------------------------------------------------------------------------------------- Total shareholders' equity 102,740,000 84,117,000 - - - -------------------------------------------------------------------------------------------------------- $220,039,000 $171,860,000 =================================== <FN> See accompanying notes. 2 3 STATEMENTS OF INCOME - - - ------------------------------------------------------------------------ PIONEER-STANDARD ELECTRONICS, INC. YEARS ENDED MARCH 31, 1994, 1993 AND 1992 - - - ----------------------------------------------------------------------------------------------- 1994 1993 1992 - - - ----------------------------------------------------------------------------------------------- NET SALES $580,757,000 $430,013,000 $362,386,000 Operating costs and expenses: Cost of goods sold 465,614,000 336,589,000 284,897,000 Warehouse, selling and administrative expenses 83,754,000 72,363,000 65,096,000 - - - ----------------------------------------------------------------------------------------------- 549,368,000 408,952,000 349,993,000 - - - ----------------------------------------------------------------------------------------------- Operating profit 31,389,000 21,061,000 12,393,000 Equity in earnings of 50%-owned company 3,001,000 2,505,000 654,000 Interest expense (2,687,000) (3,581,000) (4,505,000) - - - ----------------------------------------------------------------------------------------------- Income from operations before income taxes 31,703,000 19,985,000 8,542,000 Provision for income taxes: Federal Current 9,946,000 6,267,000 2,082,000 Deferred (574,000) (811,000) 418,000 - - - ----------------------------------------------------------------------------------------------- 9,372,000 5,456,000 2,500,000 State 2,655,000 1,616,000 715,000 - - - ----------------------------------------------------------------------------------------------- 12,027,000 7,072,000 3,215,000 - - - ----------------------------------------------------------------------------------------------- NET INCOME $ 19,676,000 $ 12,913,000 $ 5,327,000 =============================================================================================== INCOME PER COMMON SHARE: Primary $1.95 $1.41 $.65 Fully diluted 1.95 1.33 .63 =============================================================================================== <FN> See accompanying notes. 3 4 STATEMENTS OF SHAREHOLDERS' EOUITY - - - -------------------------------------------------------------------------------- PIONEER-STANDARD ELECTRONICS, INC. YEARS ENDED MARCH 31, 1994, 1993 AND 1992 - - - --------------------------------------------------------------------------------------------------------------- Stated value Capital in of common excess of Retained shares stated value earnings Total - - - --------------------------------------------------------------------------------------------------------------- BALANCE AT MARCH 31, 1991 $5,458,000 $ 1,849,000 $45,548,000 $ 52,855,000 Net income 5,327,000 5,327,000 Cash dividends ($.107 per share) (875,000) (875,000) Shares issued upon exercise of stock options 13,000 106,000 119,000 Tax benefit related to exercise of stock options 29,000 29,000 - - - --------------------------------------------------------------------------------------------------------------- BALANCE AT MARCH 31, 1992 5,471,000 1,984,000 50,000,000 57,455,000 Net income 12,913,000 12,9I3,000 Cash dividends ($.11 per share) (990,000) (990,000) Shares issued upon conversion of debentures 1,026,000 13,280,000 14,306,000 Shares issued upon exercise of stock options 32,000 344,000 376,000 Tax benefit related to exercise of stock options 57,000 57,000 - - - --------------------------------------------------------------------------------------------------------------- BALANCE AT MARCH 31, 1993 6,529,000 15,665,000 61,923,000 84,117,000 Net income 19,676,000 19,676,000 Cash dividends ($.13 per share) (1,274,000) (1,274,000) Shares issued upon exercise of stock options 95,000 719,000 814,000 Tax benefit related to exercise of stock options 21,000 21,000 Shares retired (15,000) (599,000) (614,000) - - - --------------------------------------------------------------------------------------------------------------- BALANCE AT MARCH 31, 1994 $6,609,000 $15,806,000 $80,325,000 $102,740,000 =============================================================================================================== <FN> See accompanying notes. 4 5 STATEMENTS OF CASH FLOWS - - - ------------------------------------------------------------------------------- PIONEER-STANDARD ELECTRONICS, INC. YEARS ENDED MARCH 31, 1994, 1993 AND 1992 ============================================================================================================ 1994 1993 1992 - - - ------------------------------------------------------------------------------------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 19,676,000 $ 12,913,000 $ 5,327,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,264,000 4,646,000 4,127,000 Undistributed earnings of affiliate (3,001,000) (2,505,000) (654,000) (Increase) decrease in operating working capital (11,635,000) 1,532,000 (6,083,000) (Increase) decrease in other assets (199,000) 140,000 (802,000) Deferred taxes (574,000) (622,000) 535,000 - - - ------------------------------------------------------------------------------------------------------------ Total adjustments (10,145,000) 3,191,000 (2,877,000) - - - ------------------------------------------------------------------------------------------------------------ Net cash provided by operating activities 9,531,000 16,104,000 2,450,000 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property and equipment (7,626,000) (4,160,000) (5,110,000) Acquisition of business -- -- (2,125,000) - - - ------------------------------------------------------------------------------------------------------------ Net cash used in investing activities (7,626,000) (4,160,000) (7,235,000) CASH FLOWS FROM FINANCING ACTIVITIES: Increase (decrease) in short-term financing (500,000) -- 2,500,000 Borrowings under revolving credit 25,000,000 8,000,000 22,000,000 Repayment under revolving credit (21,000,000) (17,000,000) (19,000,000) Purchase of subordinated debt -- (916,000) -- Principal payments under long-term debt obligations (262,000) (1,494,000) (575,000) Issuance of common shares under stock option plan 200,000 376,000 119,000 Tax benefit related to exercise of stock options 21,000 57,000 29,000 Dividends paid (1,274,000) (990,000) (875,000) - - - ------------------------------------------------------------------------------------------------------------ Net cash provided by (used in) financing activities 2,185,000 (11,967,000) 4,198,000 - - - ------------------------------------------------------------------------------------------------------------ NET INCREASE (DECREASE) IN CASH 4,090,000 (23,000) (587,000) CASH AT BEGINNING OF YEAR 1,864,000 1,887,000 2,474,000 - - - ------------------------------------------------------------------------------------------------------------ CASH AT END OF YEAR $ 5,954,000 $ 1,864,000 $ 1,887,000 ============================================================================================================ <F/N> See accompanying notes. 5 6 NOTES TO FINANCIAL STATEMENTS - - - ------------------------------------------------------------------------------- PIONEER-STANDARD ELECTRONICS, INC. 1 ACCOUNTING POLICIES - - - --------------------------------------------------- The Company is a distributor of electronic com- ponents and computer products and maintains the following accounting policies: CASH EQUIVALENTS--The Company considers highly liquid instruments with a maturity of ninety days or less at date of purchase to be cash equivalents. MERCHANDISE INVENTORY--Inventory is stated at the lower of cost (first-in, first-out basis) or market. Reserves for slow-moving and obsolete inventory at March 31, were $2,540,000 in 1994 and $2,659,000 in 1993. AFFILIATED COMPANY--The Company owns 50% of the outstanding common stock of Pioneer Technol- ogies Group, Inc. The investment is accounted for by the equity method. OTHER ASSETS--Other assets include the excess of cost over value assigned to net assets of a pur- chased business, which is being amortized on the straight-line method over 40 years; cash surrender value of life insurance; security deposits; and certain deferred charges. PROPERTY AND EQUIPMENT--The Company capitalizes costs associated with software developed for its own use. Depreciation and amortization is computed using principally the straight-line method. Accelerated methods are used for tax reporting purposes. INCOME TAXES--Effective April 1, 1993, the Com- pany adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." This statement requires the use of the liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences be- tween financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Prior to the adoption of Statement No. 109, income tax ex- pense was determined using the deferred method. Deferred tax expense was based on items of in- come and expense that were reported in different years in the financial statements and tax returns and were measured at the tax rate in effect in the year the difference originated. As permitted by Statement No. 109, the Com- pany has elected not to restate the financial statements of any prior years. Adoption of this statement was not material to quarterly or annual results in the current year. STOCK SPLIT--On January 26, 1993, the Board of Directors declared a three-for-two stock split ef- fected in the form of a 50% share dividend of the Company's Common Shares payable March 15, 1993 to shareholders of record February 12, 1993. All share and per share data have been restated for all periods presented to reflect the stock split. COMMON SHARES AND NET INCOME PER COMMON SHARE--Net income per common share is com- puted using the weighted average common shares and common share equivalents outstanding during the year of 10,078,682 in 1994, 9,188,512 in 1993, and 8,204,623 in 1992. Common share equivalents consists of shares issuable upon exer- cise of stock options computed by using the treasury stock method. Fully diluted net income per common share is computed on the same basis as above with the assumption that all of the 9% Subordinated Con- vertible Debentures were converted into common shares and that the related interest expense, net of income taxes, was added to net income. The number of shares used for this computation was 9,977,669 and 9,915,912 in 1993 and 1992, respectively. 2 SUBSEQUENT EVENT--ACQUISITION - - - -------------------------------------------------------- In April, 1994, the Company entered into a pur- chase agreement with United Westburne Inc. to ac- quire certain assets and to assume certain liabilities of Zentronics, the Canadian electronics distribution division of Westburne, subject to satisfactory com- pletion of due diligence. The purchase price, dependent upon values as of the closing scheduled for June 1, is estimated to be $12,000,000. Zen- tronics had annual sales of approximately $71,000,000 (Cdn.) or $54,000,000 (U.S.). 6 7 3 LOAN AGREEMENTS - - - ------------------------------------------------- Short-Term: The Company has unsecured short-term lines of credit aggregating $20,000,000 available for use. Terms of the Company's revolving credit agree- ment limit the aggregate borrowings against these unsecured lines to a maximum of $15,000,000. The unsecured lines, which may be withdrawn at the option of the revolving credit lendors, permit the Company to borrow at varying interest rates. There were $2,000,000 of borrowings against these lines at March 31, 1994. Long-Term: Long-term debt at March 31, 1994 and 1993 consists of the following: - - - ----------------------------------------------------- 1994 1993 - - - ----------------------------------------------------- Revolving credit $ 4,000,000 $ -- 9.79% Senior Notes 20,000,000 20,000,000 Obligations under capital leases 1,328,000 1,590,000 -------------------------- 25,328,000 21,590,000 -------------------------- Less amounts due within one year 3,056,000 262,000 -------------------------- $22,272,000 $21,328,000 ========================== Terms of the Company's revolving credit agree- ment provide for up to an aggregate of $30,000,000 of unsecured borrowings on a revolving credit basis until January 1, 1997 after which time any outstanding borrowings are convertible into a four- year term loan amortized in equal quarterly in- stallments. The agreement contains a provision whereby annually, upon consent of the parties, the maturity date may be extended for one additional year resulting in a remaining three-year revolving credit and four-year term loan facility. At the choice of the Company, interest on borrowings is payable at a floating prime rate or at other floating rate options (certificate of deposit, LIBOR, or banker's acceptance) plus 3/4%. There is a commit- ment fee of 1/4% on the unborrowed amount. Annual principal payments of $2,860,000 on the 9.79% Senior Notes will begin November 1, 1994 and continue through November 1, 2000 when the last payment of $2,840,000 is due. Interest is pay- able semi-annually. The terms of both the revolving credit agreement and Senior Note Purchase Agreement provide for, among other things, restrictions regarding the pay- ment of cash dividends, limitations on other bor- rowings and capital expenditures, minimum work- ing capital requirements and the maintenance of certain financial ratios. Unrestricted retained earn- ings available for dividends at March 31, 1994 under the most restrictive covenants are $5,244,000. The Company's 9% Subordinated Convertible Debentures due in 1998, aggregating $15,222,000, were retired during fiscal 1993. As a result of a combination of a call to satisfy the sinking fund in- stallment balance due August 1, 1992, voluntary conversions of Debentures and redemption of the Debentures effective September 23, 1992, the Debentures were retired for issuance of 1,538,451 common shares, plus cash of $916,000. Aggregate maturities of long-term debt for the next five fiscal years are: 1995--$3,056,000; 1996--$2,953,000; 1997--$3,121,000; 1998--$3,873,000 and 1999--$3,874,000. 4 LEASE COMMITMENTS - - - ----------------------------------------------------- The Company is committed under lease agree- ments, which contain renewal options for periods up to twenty years, for certain facilities and equip- ment expiring at various dates to the year 2017. Amounts for capitalized leases are included in property and equipment at cost of $3,061,000 at March 31, 1994 and 1993, less accumulated amor- tization of $1,706,000 and $1,410,000 at March 31, 1994 and 1993, respectively. Future minimum lease payments under capital leases and operating leases at March 31, 1994 are as follows: Capital Operating Leases Leases - - - ----------------------------------------------------- 1995 $335,000 $1,603,000 1996 218,000 1,405,000 1997 132,000 972,000 1998 132,000 723,000 1999 132,000 585,000 Thereafter 2,442,000 58,000 - - - ----------------------------------------------------- Total minimum lease payments 3,391,000 $5,346,000 ========== Less amount repre- senting interest 2,063,000 ---------- Present value of minimum lease payments $1,328,000 ========== Rental expense for operating leases was $2,166,000, $1,979,000 and $1,940,000 for 1994, 1993 and 1992, respectively. 7 8 5 INCOME TAXES - - - ------------------------------------------------- As discussed in Note 1, the Company adopted SFAS No. 109, Accounting for Income Taxes, ef- fective April 1, 1994. The following is a reconciliation of the Corn- pany's effective income tax rate to the statutory rate: Liability Deferred Method Method - - - --------------------------------------------------- 1994 1993 1992 - - - --------------------------------------------------- Statutory rate 35.0% 34.0% 34.0% Equity in undistributed earnings of 50%-owned company (2.6) (4.3) (2.6) Provision for state taxes 5.4 5.3 5.5 Other items .1 .4 .7 ----------------------- Effective rate 37.9% 35.4% 37.6% ======================= Deferred tax assets and liabilities as of March 31, 1994 are presented below: Deferred tax assets: Capitalized inventory costs $1,373,000 Accrued expenses 1,105,000 Allowance for doubtful accounts 1,024,000 Inventory valuation reserve 445,000 Other 444,000 ---------- Total deferred tax assets 4,391,000 ---------- Deferred tax liabilities: Depreciation expense 1,310,000 Other 676,000 ---------- Total deferred tax liabilities 1,986,000 ---------- Net deferred tax assets $2,405,000 ========== The components of the provision for deferred in- come taxes for 1993 and 1992 are as follows: - - - -------------------------------------------------------- 1993 1992 - - - -------------------------------------------------------- Depreciation and amortization $ 57,000 $ 213,000 Inventory valuation reserve (156,000) 4,000 Allowance for doubtful accounts (166,000) 42,000 Costs capitalized in inventory (235,000) (136,000) State tax (123,000) 59,000 Excess of fair market value over cost of assets acquired -- 199,000 Other (188,000) 37,000 ---------------------- Deferred tax $(811,000) $ 418,000 ====================== 6 COMMON SHARE PURCHASE RIGHTS PLAN - - - ------------------------------------------------------ The Company maintains a Common Share Pur- chase Rights Plan whereby, until the occurrence of certain events, each share of the Company's out- standing common shares represents ownership of one right (Right). The Rights may only be exer- cised if a person or group acquires twenty percent (20%) or more of the Company's Common Shares, or announces a tender offer for at least twenty per- cent (20%) of the Company's Common Shares. The exercise price of each Right is $26.67 per Common Share subject to adjustment in certain events. The Rights trade with the Company's Common Shares until the Rights become exer- cisable. If the Company is acquired in a merger or other business combination transaction, each Right will entitle its holder to purchase, at the Right's then- exercise price, a number of the acquiring com- pany's common shares (or other securities) having a market value at the time of twice the Right's then-current exercise price. In addition, if a person or group acquires twenty percent (20%) or more of the Company's Common Shares or certain specified transactions occur while a person or group beneficially owns twenty percent (20%) or more of such Common Shares, each Right will en- title its holder (other than such person or members of such group) to purchase, at the Right's then- current exercise price, a number of the Company's Common Shares having a market value of twice the Right's then-exercise price. Prior to the acquisition by a person or group of beneficial ownership of twenty percent (20%) or more of the Company's Common Shares, the Rights are redeemable for $.007 per Right at the option of the Board of Directors. The Rights will expire May 10, 1999. 7 STOCK OPTIONS - - - -------------------------------------------------- The Company has stock option plans which pro- vide for the granting of options to purchase its Common Shares. These plans provide for non-qualified or incen- tive stock options. The options are priced at 100% of fair market value at date of grant and expire ten years from date of grant. No charges are made against income in account- ing for stock options. Any tax benefits arising 8 9 from the exercise of options are recognized when realized and credited to capital in excess of stated value. Transactions involving the stock option plans are summarized as follows: - - - --------------------------------------------------- Number Average Option Price of Shares Per Share - - - --------------------------------------------------- Outstanding at March 31, 1993 291,075 $ 6.61 Exercised (141,450) $ 5.75 Granted 300,000 $13.75 Forfeited (1,000) $13.75 - - - ---------------------------- Outstanding at March 31, 1994 448,625 $11.64 ============================ Exercisable at March 31, 1994 122,625 $ 7.25 ============================ Available for grant at March 31, 1994 576,000 ============================ 8 ESTIMATED FAIR VALUES OF FINANCIAL INSTRUMENTS - - - ------------------------------------------------- The carrying amounts and estimated fair values of the Company's financial instruments are as follows: 1994 - - - ----------------------------------------------------- Carrying Fair Amount Value - - - ----------------------------------------------------- Cash $ 5,954,000 $ 5,954,000 Notes payable to banks 2,000,000 2,000,000 Long-term debt: 9.79% Senior Notes 20,000,000 22,569,000 Revolving credit borrowings 4,000,000 4,000,000 1993 - - - ----------------------------------------------------- Carrying Fair Amount Value - - - ----------------------------------------------------- Cash $ 1,864,000 $ 1,864,000 Notes payable to banks 2,500,000 2,500,000 Long-term debt: 9.79% Senior Notes 20,000,000 23,454,000 The carrying amount of cash, notes payable to banks and revolving credit borrowings approx- imates fair value. The fair value of the Senior Notes is estimated using rates currently available for securities with similar terms and remaining maturities. 9 PIONEER TECHNOLOGIES GROUP. INC. - - - ----------------------------------------------------- Pioneer-Standard Electronics, Inc. owns 50% of the common stock of Pioneer Technologies Group, Inc. Included in the Company's retained earnings are undistributed earnings of Pioneer Technologies Group, Inc. in the amount of $14,408,000 at March 31, 1994, $11,407,000 at March 31, 1993 and $8,902,000 at March 31, 1992. In accordance with accounting principles in effect at the time, the Company has not provided deferred income taxes on $11,407,000 of undistributed earnings of Pioneer Technologies Group, Inc. No dividends have been paid by Pioneer Technologies Group, Inc. from date of incorporation in 1964 to March 31, 1994. Pioneer-Standard Electronics, Inc. may not sell, assign, give, transfer, exchange, or otherwise dispose of its share ownership without allowing Pioneer Technologies Group, Inc. the first option to purchase the shares at the then current book value. If Pioneer Technologies Group, Inc. does not exercise this option, then shareholders representing the other 50% of the common stock of Pioneer Technologies Group, Inc. have the right and option to purchase all the shares at the then current book value. In the event of a "change in control," as de- fined, of Pioneer-Standard Electronics, Inc., or upon the occurrence of certain events, Pioneer Technologies Group, Inc. has the right to purchase all shares of its stock owned by Pioneer-Standard Electronics, Inc. at the then current book value. If Pioneer Technologies Group, Inc. does not exer- cise the right, the remaining shareholders repre- senting the other 50% of the common shares of Pioneer Technologies Group, Inc. have the right and option to purchase all the shares at the then current book value. Comparative financial information of Pioneer Technologies Group, Inc. at March 31, 1994, 1993 and 1992 and for the years then ended is summarized as follows: 9 10 - - - ----------------------------------------------------------------------------------------------------- 1994 1993 1992 - - - ----------------------------------------------------------------------------------------------------- Net sales $422,001,000 $284,008,000 $189,908,000 Gross profit 49,409,000 44,854,000 34,217,000 Net income 6,002,000 5,010,000 1,309,000 ==================================================== Total current assets $ 92,445,000 $ 74,964,000 $ 63,256,000 Net fixed and other assets 6,148,000 4,077,000 4,403,000 ---------------------------------------------------- Total assets $ 98,593,000 $ 79,041,000 $ 67,659,000 ==================================================== Total current liabilities $ 48,967,000 $ 24,242,000 $ 24,711,000 Total long-term liabilities 20,698,000 31,873,000 25,032,000 Total shareholders' equity 28,928,000 22,926,000 17,916,000 ---------------------------------------------------- Total liabilities and shareholders' equity $ 98,593,000 $ 79,041,000 $ 67,659,000 ==================================================== 10 OPERATING WORKING CAPITAL CHANGES AND SUPPLEMENTAL INFORMATION FOR THE STATEMENTS OF CASH FLOWS - - - ----------------------------------------------------------------- THE COMPONENTS OF THE CHANGES IN OPERATING WORKING CAPITAL WERE: - - - ------------------------------------------------------------------------------------------------------- 1994 1993 1992 - - - ------------------------------------------------------------------------------------------------------- Accounts receivable $(18,808,000) $(12,343,000) $ 780,000 Merchandise inventory (18,653,000) (6,118,000) (4,002,000) Prepaid expenses (146,000) 12,000 (378,000) Accounts payable 22,566,000 12,934,000 (334,000) Income taxes (31,000) 2,778,000 (1,073,000) Accrued salaries, wages and commissions 2,073,000 1,551,000 100,000 Other accrued liabilities 1,364,000 2,718,000 (1,176,000) ---------------------------------------------------- (Increase) decrease in operating working capital $(11,635,000) 1,532,000 $ (6,083,000) ==================================================== SUPPLEMENTAL CASH FLOW INFORMATION: - - - ------------------------------------------------------------------------------------------------------- 1994 1993 1992 - - - ------------------------------------------------------------------------------------------------------- Cash paid or received during the year for: Interest paid $ 2,623,000 $ 3,488,000 $ 4,437,000 Income taxes paid 12,659,000 4,768,000 4,053,000 ==================================================== Non-cash investing and financing activities: Common shares issued upon conversion of subordinated debentures $ -- $ 14,306,000 $ -- Common shares retired 614,000 -- -- ==================================================== 11 EMPLOYEE RETIREMENT PLAN - - - ----------------------------------------------------- The Company maintains a defined contribution profit-sharing and thrift plan which qualifies under Section 401(k) of the Internal Revenue Code for all employees meeting certain service require- ments. The plan allows eligible employees to con- tribute up to 10% of their compensation, with the Company matching 50% of up to 4% of compen- sation. The Company may also make contributions dependent on profits each year for the benefit of all eligible employees under the plan. Total profit sharing and Company matching contributions were $1,899,000, $1,218,000 and $881,000 for 1994, 1993 and 1992, respectively. 10 11 REPORT OF INDEPENDENT AUDITORS - - - ------------------------------------------------------------------ The Board of Directors and Shareholders Pioneer-Standard Electronics, Inc. We have audited the accompanying balance sheets of Pioneer-Standard Electronics, Inc. as of March 31, 1994 and 1993 and the related statements of in- come, shareholders' equity and cash flows for each of the three years in the period ended March 31, 1994. These financial statements are the respon- sibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those stan- dards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstate- ment. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presen- tation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pioneer-Standard Electronics, Inc. at March 31, 1994 and 1993 and the results of its operations and its cash flows for each of the three years in the period ended March 31, 1994, in conformity with generally accepted accounting principles. /s/ Ernst & Young - - - ----------------------------- Cleveland, Ohio May 4, 1994 11 12 REPORT OF INDEPENDENT AUDITORS We have audited the financial statements of Pioneer-Standard Electronics, Inc. as of March 31, 1994 and 1993 and for each of the three years in the period ended March 31, 1994 and have issued our report thereon dated May 4, 1994 [incorporated by reference elsewhere in this Annual Report (Form 10-K)]. Our audits also included the financial statement schedules of Pioneer-Standard Electronics, Inc. as of March 31, 1994 and 1993 and for each of the three years in the period ended March 31, 1994, listed in item 14(a) of this Annual Report (Form 10-K). These schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. ERNST & YOUNG Cleveland, Ohio May 4, 1994 12 13 PIONEER-STANDARD ELECTRONICS, INC. SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES Years ended March 31, 1994, 1993 and 1992 Year Ended March 31, 1994 ---------------------------------------------------------------------------- Balance at Balance at Name of Beginning End of Debtor of Period Addition Deductions Period - - - ------ --------- -------- ---------- ---------- Walter E. York, Sr., $-0- $190,000(1) $-0- $190,000 Dayton Branch Manager of the Company Arthur Rhein $-0- -0- -0- -0- Senior Vice President and Director of the Company Year Ended March 31, 1993 ---------------------------------------------------------------------------- Balance at Balance at Name of Beginning End of Debtor of Period Addition Deductions Period - - - ------ --------- -------- ---------- ---------- Arthur Rhein $-0- $-0- $-0- $-0- Senior Vice President and Director of the Company Year Ended March 31, 1992 ---------------------------------------------------------------------------- Balance at Balance at Name of Beginning End of Debtor of Period Addition Deductions Period - - - ------ --------- -------- ---------- ---------- Arthur Rhein $260,000 $-0- $260,000(2) $-0- Senior Vice President and Director of the Company <FN> (1) In connection with Mr. York's relocation to Dayton, Ohio in fiscal 1994, the Company advanced $190,000 to Mr. York, of which $164,830 represented an interest free loan payable upon sale of Mr. York's Indiana residence and the balance of $25,170 represented an interest free advance. The loan and advance were repaid in full in fiscal 1995. (2) In connection with Mr. Rhein's relocation to Cleveland, in fiscal 1991, the Company advanced $260,000 to Mr. Rhein, of which $220,000 represented an interest-free loan payable upon sale of Mr. Rhein's New York residence and the balance of $40,000 represented an interest-free advance. The loan and advance were repaid in full in fiscal 1992. 13 14 PIONEER-STANDARD ELECTRONICS, INC. SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS Years ended March 31, 1994, 1993 and 1992 Balance at Charged Deductions - Balance beginning to costs net write-offs at end of of period and expenses (Net recoveries) period ---------- ------------ ---------------- --------- Description - - - ----------- 1994: Allowance for $1,713,000 $1,808,000 $ 652,000 $2,869,000 doubtful accounts Inventory valuation $2,659,000 $1,995,000 $2,114,000 $2,540,000 reserve 1993: Allowance for $1,226,000 $1,672,000 $1,185,000 $1,713,000 doubtful accounts Inventory valuation $2,190,000 $1,738,000 $1,269,000 $2,659,000 reserve 1992: Allowance for $1,350,000 $ 613,000 $ 737,000 $1,226,000 doubtful accounts Inventory valuation $2,232,000 $1,351,000 $1,393,000 $2,190,000 reserve 14 15 PIONEER-STANDARD ELECTRONICS, INC. SCHEDULE IX - SHORT-TERM BORROWINGS Years ended March 31, 1994, 1993 and 1992 Maximum amount Average Weighted Weighted outstanding amount average Balance average at any month outstanding interest at end of interest end during during the rate during period rate the period period period --------- -------- -------------- ----------- ----------- 1994 $2,000,000 5.75% $12,500,000 $5,791,667 4.0% 1993 $2,500,000 5.0% $ 5,500,000 $3,166,167 4.1% 1992 $2,500,000 4.8% $ 6,000,000 $3,791,667 5.7% Notes payable represents the amount of borrowings against unsecured lines of credit with the Company's banks. The lines, which may by withdrawn at the option of the banks, permit the Company to borrow at varying interest rates. The average amount outstanding for each period was computed by averaging the month-end balances during the year. The weighted average interest rate for each period was computed by multiplying the month-end balances by the applicable interest rate and dividing by the total of the month-end balances outstanding. 15 16 QUARTERLY FINANCIAL DATA PIONEER-STANDARD ELECTRONICS, INC. (UNAUDITED) ======================================================================================= Fiscal Year First Second Third Fourth Ending March 31 Quarter Quarter Quarter Quarter Year - - - --------------------------------------------------------------------------------------- 1994 Net sales $134,509,000 $137,278,000 $149,814,000 $159,156,000 $580,757,000 Gross profit 27,360,000 28,075,000 29,007,000 30,701,000 115,143,000 Net income 4,469,000 4,790,000 4,887,000 5,530,000 19,676,000 Income per share: Primary .45 .47 .48 .55 1.95 - - - --------------------------------------------------------------------------------------- 1993 Net sales $102,315,000 $99,912,000 $109,706,000 $118,080,000 $430,013,000 Gross profit 22,132,000 21,986,000 23,565,000 25,741,000 93,424,000 Net income 3,066,000 2,897,000 3,299,000 3,651,000 12,913,000 Income per share: Primary .37 .34 .33 .37 1.41 Fully diluted .33 .31 -- -- 1.33 - - - --------------------------------------------------------------------------------------- 16 17 Financial Statements Pioneer Technologies Group, Inc. MARCH 31, 1994 AND 1993, AND YEARS ENDED MARCH 31, 1994, 1993 AND 1992 WITH REPORT OF INDEPENDENT AUDITORS 17 18 Pioneer Technologies Group, Inc. Financial Statements March 31, 1994 and 1993, and years ended March 31, 1994, 1993 and 1992 CONTENTS Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Audited Financial Statements Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2-3 Statements of Income and Retained Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6-12 18 19 [Letterhead] Report of Independent Auditors The Board of Directors Pioneer Technologies Group, Inc. We have audited the accompanying balance sheets of Pioneer Technologies Group, Inc. as of March 31, 1994 and 1993, and the related statements of income and retained earnings and cash flows for each of the three years in the period ended March 31, 1994. Our audits also included the financial statement schedules of Pioneer Technologies Group, Inc. listed in the Index at Item 14(a). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pioneer Technologies Group, Inc. at March 31, 1994 and 1993, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 1994, in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. As discussed in Note 8 to the financial statements, in 1994 the Company changed its method of accounting for income taxes. Ernst & Young Washington, D.C. April 29, 1994 19 20 Pioneer Technologies Group, Inc. Balance Sheets MARCH 31 1994 1993 ---------------------------- (IN THOUSANDS) ASSETS Current assets: Cash and cash equivalents $ 8 $ 7 Receivables: Trade accounts, less allowance for doubtful accounts of $2,682 in 1994 and $2,250 in 1993 (NOTE 3) 28,873 30,404 Other (NOTE 2) 340 501 Total receivables 29,213 30,905 ---------------------------- Merchandise inventory, less allowance for inventory obsolescence of $2,156 in 1994 and $1,463 in 1993 (NOTE 3) 60,690 42,450 Prepaid expenses 405 110 Deferred income taxes (NOTE 8) 2,077 1,443 Shareholder notes receivable (NOTE 2) 52 49 ---------------------------- Total current assets 92,445 74,964 Property and equipment, at cost: Furniture and office equipment 6,786 4,663 Demonstration equipment 965 1,025 Leasehold improvements 2,650 1,638 ---------------------------- 10,401 7,326 Less accumulated depreciation and amortization 4,746 3,748 ---------------------------- Net property and equipment 5,655 3,578 Shareholder notes receivable (NOTE 2) 231 295 Other assets 262 204 ---------------------------- $98,593 $79,041 ============================ 20 21 MARCH 31 1994 1993 ------------------------------ (IN THOUSANDS) LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable: Trade $43,736 $19,819 Affiliate (NOTE 2) 336 395 Accrued employee compensation 2,484 2,014 Other accrued liabilities 1,967 1,716 Income taxes payable 444 298 ------------------------------ Total current liabilities 48,967 24,242 Long-term debt (NOTE 3) 20,698 31,873 ------------------------------ Total liabilities 69,665 56,115 Commitments and contingencies (NOTE 7) Shareholders' equity (NOTE 4): Common stock, $.10 par value; 100,000 shares authorized, issued and outstanding 10 10 Capital in excess of par value 90 90 Retained earnings 28,828 22,826 ------------------------------ Total shareholders' equity 28,928 22,926 ------------------------------ $98,593 $79,041 ============================== <FN> SEE ACCOMPANYING NOTES. 21 22 Pioneer Technologies Group, Inc. Statements of Income and Retained Earnings (In thousands, except per common share amounts) YEAR ENDED MARCH 31 1994 1993 1992 ------------------------------------------ Net sales $422,001 $284,008 $189,908 Operating costs and expenses: Cost of goods sold 372,592 239,154 155,691 Selling and administrative 38,256 34,965 29,982 ------------------------------------------ 410,848 274,119 185,673 ------------------------------------------ Operating profit 11,153 9,889 4,235 Interest expense 1,171 1,253 2,063 ------------------------------------------ Income before income taxes and other items 9,982 8,636 2,172 Provision for income taxes (NOTE 8) 3,980 3,626 863 ------------------------------------------ Net income 6,002 5,010 1,309 Retained earnings, beginning of year 22,826 17,816 16,507 ------------------------------------------ Retained earnings, end of year $ 28,828 $ 22,826 $ 17,816 ========================================== Net income per common share $ 60.02 $ 50.10 $ 13.09 ========================================== <FN> SEE ACCOMPANYING NOTES. 22 23 Pioneer Technologies Group, Inc. Statements of Cash Flows YEAR ENDED MARCH 31 1994 1993 1992 ------------------------------------------ (IN THOUSANDS) OPERATING ACTIVITIES Net income $ 6,002 $ 5,010 $ 1,309 Adjustments to reconcile net income to net cash provided by (used in) operations: Depreciation and amortization 1,149 985 929 Deferred income taxes (365) (345) (653) Provision for losses on receivables and inventory 1,950 2,511 1,427 Decrease (increase) in accounts and notes receivable 1,192 (7,443) (3,437) Increase in merchandise inventory (19,629) (9,403) (6,623) (Increase) decrease in prepaid expenses (295) 250 (288) Decrease in refundable taxes - - 122 (Increase) decrease in other assets (58) (9) 203 Increase (decrease) in accounts payable 23,858 (1,266) 4,818 Increase in accrued liabilities 721 1,289 899 Decrease (increase) in income taxes payable (123) (201) 790 ----------------------------------------- Net cash provided by (used in) operating activities 14,402 (8,622) (504) INVESTING ACTIVITIES Net additions to property and equipment (3,226) (702) (497) FINANCING ACTIVITIES Net (payments) borrowings under line of credit agreements (11,175) 6,841 3,396 ----------------------------------------- Net increase (decrease) in cash and cash equivalents 1 (2,483) 2,395 Cash and cash equivalents at beginning of year 7 2,490 95 ----------------------------------------- Cash and cash equivalents at end of year $ 8 $ 7 $ 2,490 ========================================= <FN> SEE ACCOMPANYING NOTES. 23 24 Pioneer Technologies Group, Inc. Notes to Financial Statements March 31, 1994, 1993 and 1992 (Dollars in thousands) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The 1992 financial statements include the accounts of Pioneer Technologies Group, Inc. (the Company), and its then-wholly owned subsidiaries, Mini Computer Associates, Inc. (MCA) and The Technology Factory, Inc. (TTF). On April 1, 1992, TTF and MCA ceased doing business as separate legal entities. TTF continued business as an operating division of the Company and MCA was dissolved. All intercompany accounts and transactions were eliminated in prior years' consolidations. Certain balance sheet amounts in the 1993 financial statements have been reclassified to conform to the 1994 presentation. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand, deposits at financial institutions and overnight repurchase agreements. Cash disbursements for interest and income taxes were as follows: 1994 1993 1992 ----------------------------------- Interest $1,171 $1,363 $1,913 Income taxes $4,468 $4,172 $ 596 MERCHANDISE INVENTORY Inventory is stated at the lower of cost (first-in, first-out) or market. DEPRECIATION AND AMORTIZATION Depreciation of furniture, office equipment and computer equipment is determined by using the straight-line method over estimated useful lives of seven, five and three years, respectively. Depreciation of demonstration equipment is determined using accelerated 24 25 Pioneer Technologies Group, Inc. Notes to Financial Statements (continued) (Dollars in thousands) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) DEPRECIATION AND AMORTIZATION (CONTINUED) methods over an estimated useful life of five years. Amortization of leasehold improvements is determined using the straight-line method over the life of the related lease. INCOME TAXES Effective April 1, 1993, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." Under Statement No. 109, the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Prior to the adoption of Statement No. 109, income tax expense was determined using the deferred method. Deferred tax expense was based on items of income and expense that were reported in different years in the financial statements and tax returns and were measured at the tax rate in effect in the year the difference originated. ALLOWANCE FOR DOUBTFUL ACCOUNTS AND OBSOLETE INVENTORY The Company estimates losses for doubtful accounts and inventory obsolescence based on periodic evaluations by management. The Company sells computer equipment and electronic components to companies in diversified industries primarily located in the Mid-Atlantic/Southeast and West regions of the United States. Seventeen percent of net sales in 1994 were to one customer. Management performs periodic credit evaluations of its customers' financial condition and generally does not require collateral. Accounts receivable are generally due within thirty days. 2. RELATED PARTY TRANSACTIONS Pioneer-Standard Electronics, Inc. (Pioneer-Standard) owns 50% of the outstanding common stock of the Company. The companies have an agreement which provides, among other things, that they have the right to acquire each other's products at cost. Such transactions are recorded as intercompany transfers of inventory. Net transfers of inventory from Pioneer-Standard to the Company were $2,488 in 1994, $2,539 in 1993, 25 26 Pioneer Technologies Group, Inc. Notes to Financial Statements (continued) (Dollars in thousands) 2. RELATED PARTY TRANSACTIONS (CONTINUED) and $4,589 in 1992. The Company utilizes Pioneer-Standard's data processing facilities for processing certain accounting and operating information. Amounts charged to operations were $1,794 in 1994, $1,794 in 1993 and $1,653 in 1992. The Company has various notes receivable and advances to certain shareholders, officers and employees of the Company as follows: 1994 1993 --------------------- Subscription notes receivable from shareholders, payable in ten consecutive annual installments, with final payment due November 1999, interest at 9% per annum. $283 $344 Other receivables 177 47 --------------------- $460 $391 ===================== 3. LONG-TERM DEBT The Company has revolving lines of credit from three banks aggregating $45,000 which are secured by accounts receivable and inventory. The expiration date for the revolving lines of credit is October 31, 1995. Interest is payable under either short-term fixed or variable rates of interest based on LIBOR, the prime rate or certificates of deposit rates at the Company's option. The terms of the revolving lines of credit agreements provide for the maintenance of certain financial ratios and also effectively restrict the payment of any retained earnings as dividends. 4. COMMON STOCK Under a stock purchase agreement among Pioneer-Standard and the Other Shareholders of the Company, as defined in the agreement, the Other Shareholders have the first right and option to purchase any shares offered for sale by other members of that group at book value. If the Other Shareholders do not exercise this option, the Company is obligated to purchase the shares at book value. Should the Company acquire any shares, Pioneer-Standard is required to sell a like number of shares to the Company at book value. Pioneer-Standard may not sell, assign, give, transfer, exchange or otherwise dispose of its share ownership without allowing the Company the first option to purchase the shares at 26 27 Pioneer Technologies Group, Inc. Notes to Financial Statements (continued) (Dollars in thousands) 4. COMMON STOCK (CONTINUED) book value. If the Company does not exercise this option, the Other Shareholders have the option to purchase all the shares at book value. In the event of a change in control, as defined, of Pioneer-Standard, or upon the occurrence of certain events, the Company has the right to purchase all shares of its stock owned by Pioneer-Standard at the current book value. If the Company does not exercise the right, the Other Shareholders have the right and option to purchase all the shares at the current book value. 5. PROFIT-SHARING PLAN The Company has a qualified defined contribution profit-sharing plan covering all full-time employees. Company contributions to the plan are a combination of mandatory matching of employee contributions (up to a maximum of 2% of the first 4% contributed by the employee) and an amount awarded solely at the discretion of the Company's Board of Directors. Contributions to the plan were $567 in 1994, $468 in 1993 and $238 in 1992, of which $268 in 1994, $219 in 1993 and $18 in 1992 were discretionary. 6. BONUSES Certain executives of the Company receive bonuses ranging from 1/2% to 2% of income before income taxes. Bonuses for certain other members of management are based on agreements approved by the President. Total bonus expense was $1,464 in 1994, $1,239 in 1993 and $916 in 1992. 7. COMMITMENTS AND CONTINGENCIES The Company leases warehouse, office space and equipment under noncancellable operating leases. The minimum future rental commitments (excluding renewal options) under lease agreements aggregate $1,919 in 1995, $1,807 in 1996, $1,626 in 1997, $1,453 in 1998, $1,463 in 1999 and $394 thereafter. The Company is liable under certain leases for increases in rental payments based on the annual increase in the consumer price index and in the lessors' operating expenses. Rental expense was $2,165 in 1994, $2,296 in 1993 and $2,167 in 1992. 27 28 Pioneer Technologies Group, Inc. Notes to Financial Statements (continued) (Dollars in thousands) 8. INCOME TAXES Effective April 1, 1993, the Company changed its method of accounting for income taxes from the deferred method to the liability method required by Statement No. 109, "Accounting for Income Taxes." As permitted under the new rules, prior years' financial statements have not been restated. The effect of adopting Statement No 109 was not material. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets as of March 31, 1994 are as follows: Deferred tax assets: Allowance for doubtful accounts $1,017 Inventory 766 Accrued liabilities 300 Other 114 ------ Total deferred tax assets 2,197 Valuation allowance - ------ Deferred tax assets, net 2,197 Deferred tax liabilities: Tax over book depreciation 120 ------ Net deferred tax assets $2,077 ====== 28 29 Pioneer Technologies Group, Inc. Notes to Financial Statements (continued) (Dollars in thousands) 8. INCOME TAXES (CONTINUED) Significant components of the provision for income taxes are as follows for the years ended March 31: LIABILITY METHOD DEFERRED METHOD ---------------------------------------- 1994 1993 1992 ---------------------------------------- Current: Federal $3,476 $3,286 $1,241 State 869 685 275 ---------------------------------------- 4,345 3,971 1,516 ---------------------------------------- Deferred: Federal (292) (279) (535) State (73) (66) (118) ---------------------------------------- (365) (345) (653) ---------------------------------------- $3,980 $3,626 $ 863 ======================================== The components of the provision for deferred income taxes for the years ended March 31, 1993 and 1992 are as follows: 1993 1992 --------------------- Allowance for doubtful accounts $(428) $(139) Allowance for inventory valuation 213 (265) Capitalized inventory costs (112) (180) Depreciation and amortization (46) (94) Other 28 25 --------------------- $(345) $(653) ===================== 29 30 Pioneer Technologies Group, Inc. Notes to Financial Statements (continued) (Dollars in thousands) 8. INCOME TAXES (CONTINUED) The difference between the provision for income taxes and the amount determined by applying the federal statutory rate follows: LIABILITY METHOD DEFERRED METHOD ------------------------------------ 1994 1993 1992 ------------------------------------ Federal statutory $3,394 $2,936 $738 State taxes, net of federal benefit 525 409 102 Nondeductible entertainment expenses 48 34 23 Other 13 247 - ------------------------------------ Effective income tax $3,980 $3,626 $863 ==================================== 30 31 PIONEER TECHNOLOGIES GROUP, INC. SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS Years ended March 31, 1994, 1993 and 1992 Balance at Charged to Deductions - net Balance beginning costs and write-offs at end of Description of period expenses (Net recoveries) period ----------- ----------- ---------- ---------------- --------- 1994: Allowance for doubtful accounts $2,250,000 $ 561,000 $129,000 $2,682,000 Inventory valuation reserve $1,463,000 $1,389,000 $696,000 $2,156,000 1993: Allowance for doubtful accounts $ 886,000 $1,356,000 $ (8,000) $2,250,000 Inventory valuation reserve $1,060,000 $1,154,000 $751,000 $1,463,000 1992: Allowance for doubtful accounts $ 627,000 $ 441,000 $182,000 $ 886,000 Inventory valuation reserve $ 376,000 $1,021,000 $337,000 $1,060,000 31 32 PIONEER TECHNOLOGIES GROUP, INC. SCHEDULE IX - SHORT-TERM BORROWINGS Years ended March 31, 1994, 1993 and 1992 Maximum amount Average Weighted Weighted outstanding amount average Balance average at any month outstanding interest at end of interest end during during the rate during period rate the period period period --------- -------- -------------- ----------- ----------- 1994 $ - -% $ - $ - -% 1993 $ - -% $ - $ - -% 1992 $ - -% $9,175,000 $3,679,000 10% The average amount outstanding for each period was computed by averaging the month-end balances during the year. The weighted average interest rate for each period was computed by multiplying the month-end balances by the applicable rate and dividing by the total of the month-end balance outstanding. 32