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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For Quarter Ended December 29, 1995 Commission File #1-4224
Avnet, Inc.
(Exact name of registrant as specified in its charter)
New York 11-1890605
(State or other jurisdiction of IRS Employer I.D. Number
incorporation or organization)
80 Cutter Mill Road, Great Neck, N.Y. 11021
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code . . . . . . . .516-466-7000
Not Applicable
(Former name, former address and former fiscal year, if changed since last
report)
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 (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
The number of shares of the registrant's Common Stock (net of treasury shares)
as of the close of the period covered by this report . . . . . 43,305,757 shs.
The number of units then outstanding of other publicly-traded securities of
the registrant:
6 7/8% Notes Due March 15, 2004 . . . . . . . . . . . . . . $100,000,000
AVNET, INC. AND SUBSIDIARIES
INDEX
Part I. Financial Information Page No.
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets -
December 29, 1995 and June 30, 1995 3
Consolidated Condensed Statements of Income -
First Halves Ended December 29, 1995 and
December 30, 1994 4
Consolidated Condensed Statements of Income -
Second Quarters Ended December 29, 1995 and
December 30, 1994 5
Consolidated Condensed Statements of Cash Flows -
First Halves Ended December 29, 1995 and
December 30, 1994 6
Notes to Consolidated Condensed Financial
Statements 7 - 8
Item 2. Management's Discussion and Analysis 9 - 12
Part II. Other Information
Item 6. Exhibits and Reports from Form 8-K:
a. The following documents are filed as
part of this report:
*Exhibit 11.1 - Computation of Earnings per
share - Primary 13 - 14
*Exhibit 11.2 - Computation of Earnings per
share - Fully Diluted 15 - 16
Exhibit 3(ii) - By-laws of the Registrant
as currently in effect (incorporated herein
by reference to Commission file NO.1-4224,
current report on Form 8-K dated February
12, 1996.)
Exhibit 10 - Avnet 1995 Stock Option Plan
(incorporated herein by reference to Commission
file No. 1-4224, current report on Form
8-K dated February 12, 1996.)
Signature Page 17
* Filed herewith
PART I - FINANCIAL INFORMATION
Item I. Financial Statements
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(dollars in thousands)
December 29, June 30,
1995 1995
(unaudited) (audited)
Assets:
Current assets:
Cash and cash equivalents $ 63,296 $ 49,332
Receivables, less allowances of $27,493
and $23,421, respectively 791,790 713,644
Inventories (Note 3) 908,047 747,477
Other 15,885 13,838
Total current assets 1,779,018 1,524,291
Property, plant & equipment, at cost, net 155,624 145,611
Goodwill, net of accumulated amortization of
$30,426 and $24,481, respectively 490,667 419,479
Other assets 37,115 36,214
Total assets $2,462,424 $2,125,595
Liabilities:
Current liabilities:
Borrowings due within one year $ 289 $ 493
Accounts payable 388,592 314,887
Accrued expenses and other 155,616 151,820
Total current liabilities 544,497 467,200
Long-term debt, less due within one year 493,922 419,016
Commitments and contingencies (Note 4)
Total liabilities 1,038,419 886,216
Shareholders' equity (Note 5):
Common stock $1.00 par, authorized
60,000,000 shares, issued 43,729,000
shares and 41,204,000 shares, respectively 43,729 41,204
Additional paid-in capital 416,010 310,843
Retained earnings 974,350 896,102
Cumulative translation adjustments 56 814
Common stock held in treasury at cost,
423,000 shares and 412,000 shares,
respectively (10,140) (9,584)
Total shareholders' equity 1,424,005 1,239,379
Total liabilities and shareholders'
equity $2,462,424 $2,125,595
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(thousands except per share data)
First Half Ended
December 29, December 30,
1995 1994
(unaudited)
Sales $2,490,666 $1,993,152
Cost of sales 2,022,174 1,613,291
Gross Profit 468,492 379,861
Operating expenses:
Selling, shipping, general and
administrative 283,046 253,329
Depreciation and amortization 17,623 13,775
Operating income 167,823 112,757
Investment and other income, net 1,095 2,311
Interest expense (11,574) (10,383)
Income before income taxes 157,344 104,685
Income taxes 66,109 44,699
Net income $ 91,235 $ 59,986
Earnings per share $2.09 $1.43
Shares used to compute earnings per share 43,705 43,352
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(thousands except per share data)
Second Quarter Ended
December 29, December 30,
1995 1994
(unaudited)
Sales $1,301,564 $1,040,037
Cost of sales 1,061,773 846,181
Gross Profit 239,791 193,856
Operating expenses:
Selling, shipping, general and
administrative 143,190 128,762
Depreciation and amortization 9,237 7,245
Operating income 87,364 57,849
Investment and other income, net 224 1,611
Interest expense (6,972) (5,261)
Income before income taxes 80,616 54,199
Income taxes 33,925 23,140
Net income $ 46,691 $ 31,059
Earnings per share $1.07 $0.74
Shares used to compute earnings per share 43,689 43,371
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(dollars in thousands)
First Half Ended
December 29, December 30,
1995 1994
(unaudited)
Cash flows from operating activities:
Net income $ 91,235 $ 59,986
Add non-cash and other reconciling items:
Depreciation and amortization 20,791 16,972
Deferred taxes (1,234) (723)
Other, net (Note 6) 9,403 8,387
120,195 84,622
Receivables (64,974) (53,246)
Inventories (147,175) (53,594)
Payables, accruals and other, net 30,681 75,713
Net cash flows (used for) provided from
operations (61,273) 53,495
Cash flows from financing activities:
Issuance of bank debt and commercial paper,
net of issuance costs 182,228 27,000
Payment of other debt (9,524) (2,625)
Cash dividends (Note 6) (12,610) (6,102)
Other, net 745 751
Net cash flows provided from financing 160,839 19,024
Cash flows from investing activities:
Purchases of property, plant and equipment (19,175) (19,423)
Acquisition of operations, net (Note 6) (66,459) (43,293)
Other, net - (2,775)
Net cash flows used for investing (85,634) (65,491)
Effect of exchange rates on cash and cash
equivalents 32 303
Cash and cash equivalents:
- increase 13,964 7,331
- at beginning of year 49,332 53,876
- at end of period $ 63,296 $ 61,207
Additional cash flow information (Note 6)
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting of
normal recurring accruals) necessary to present fairly the financial
position as of December 29, 1995 and June 30, 1995; the results of
operations for the first halves and second quarters ended December 29,
1995 and December 30, 1994; and the cash flows for the first halves
ended December 29, 1995 and December 30, 1994.
2. The results of operations for the first half and second quarter ended
December 29, 1995 are not necessarily indicative of the results to be
expected for the full year.
3. Inventories:
(Thousands)
December 29, June 30,
1995 1995
Finished goods $837,694 $651,939
Work in process 5,326 3,242
Purchased parts and raw materials 65,027 92,296
$908,047 $747,477
4. From time to time, the Company may become liable with respect to pending
and threatened litigation, taxes, and environmental and other matters.
The Company has been designated a potentially responsible party or has
had other claims made against it in connection with environmental clean-
ups at several sites. Based upon the information known to date, the
Company believes that it has appropriately reserved for its share of the
costs of the clean-ups and it is not anticipated that any contingent
matters will have a material adverse impact on the Company's financial
condition, liquidity or results of operations.
5. Number of shares of common stock reserved for stock
option and stock incentive programs: 4,140,438
6. Additional cash flow information:
Other non-cash and reconciling items primarily include the provision for
doubtful accounts.
Due to the change in the Company's fiscal year in fiscal 1994 and its
historical dividend payment dates, the July 1, 1994 dividend payment was
paid in fiscal 1994 and accordingly, no cash was used for dividends in
the first quarter of fiscal 1995.
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
6. Additional cash flow information (Continued)
Cash expended for the acquisition of operations in the first half of fiscal
1996 includes the cash paid for the acquisitions of VSI Electronics, Setron
Schiffer Electronik GmbH & Co., KG, and the Science and Technology Division
of Mercuries and Associates, Ltd., offset by cash received in connection
with the sale of the motor, motor repair shop and OEM business of Brownell
Electro. In the first half of fiscal 1995, cash expended for operations
was primarily the cash paid in connection with the acquisitions of Penstock,
Inc. and Avnet Cable Technologies.
Interest and income taxes paid in the first halves were as follows:
(Thousands)
1996 1995
Interest $12,811 $10,112
Income taxes $57,085 $43,465
Item 2 Management Discussion and Analysis
Results of Operations
In the second quarter of fiscal 1996 ended December 29, 1995,
consolidated sales were a record $1.302 billion, up 25% as compared with
last year's second quarter sales of $1.040 billion. The increase in sales
came entirely from the Electronic Marketing Group, which had record sales
for the quarter; its second quarter sales were up 34% as compared with
the same period last year. Sales of the Video Communications Group were
down when compared with last year's second quarter. During the first
quarter of 1996, the Company completed the sale of the motor, motor repair
shop and OEM business of Brownell Electro. Avnet Industrial, the
remaining business of Brownell which serves the industrial marketplace
primarily in MRO, together with the newly created Avnet Supply, a catalog
business that serves the OEM/electronic production marketplace, and Allied
Electronics now make up a new subgroup of the Electronic Marketing Group
known as the Industrial Marketing Group. The results for Brownell (which
were not material), including the business that was sold, were included in
the Electronic Marketing Group as of the first quarter of 1996. The
Company's Electrical and Industrial Group was, therefore, eliminated as of
the beginning of the 1996 fiscal year.
At the beginning of the current fiscal year, in July 1995, the Company
completed the acquisition of VSI Electronics consisting of VSI Electronics
(Australia) PTY Ltd., an Australian electronic components distributor ,
and VSI Electronics (NZ) Ltd., a New Zealand based electronic components
distributor. In September 1995, the Company completed the acquisition of
Setron Schiffer - Electronik GmbH & Co., KG, a limited partnership engaged
in electronic distribution primarily through a catalog and which operates
in Germany and 20 other countries in Europe. In December 1995, the
Company completed the acquisition of a 70% interest in the business
formerly known as the Science and Technology Division of Mercuries and
Associates, Ltd., a Taiwan-based electronic components distributor. After
the end of the second quarter, in January 1996, the Company completed the
acquisition of an 80% interest in Kopp Electronics, a South African-based
electronics components distributor.
These four acquisitions follow the seven acquisitions that the Company
completed during fiscal 1995. The 1995 acquisitions were Penstock, Inc.,
acquired in the first quarter, Avnet Cable Technologies, acquired in the
second quarter, Lyco Limited and a 70% interest in WKK Semiconductors,
Ltd., acquired in the third quarter, and CK Electronique, BFI-IBEXSA
International, Inc. and Sertek Inc., acquired in the fourth quarter.
Excluding the impact of sales attributable to companies acquired or
disposed of during the comparable periods, consolidated second quarter
sales would have been approximately 21% higher than in the prior year
corresponding period.
Consolidated gross profit margins of 18.4% for the second quarter were
lower by 2/10ths of 1% of sales as compared with 18.6% in the second
quarter of last year. However, the Company's operating efficiency
continued to improve as operating expenses as a percentage of sales fell
to 11.7%, down 1.4% of sales as compared with 13.1% in the second quarter
of last year. As a result, operating income as a percentage of sales
increased to 6.7% in the second quarter of 1996, up 1.2% of sales as
compared with 5.5% in the prior year's corresponding quarter.
Investment and other income in the second quarter of 1996 was lower than
in the comparable period last year; however, investment and other income
has had no material impact on earnings since the Company liquidated its
marketable securities portfolio to partially fund the July 1, 1993
acquisition of Hall-Mark Electronics. Interest expense was higher in the
second quarter of 1996 as compared with the second quarter of last year
due to increased borrowings to fund additional working capital
requirements to support the growth in business and to fund the Company's
acquisition program. The Company's effective tax rate decreased slightly
in the second quarter of 1996 as compared with the second quarter of 1995
due primarily to a significant increase in pre-tax income as compared with
the relatively small increase in the amount of non-deductible goodwill
amortization, and, to a lesser extent, to the mix of earnings between the
domestic and foreign operations to which different tax rates apply.
As a result of the above, net income for the second quarter of 1996
reached a record $46.7 million, up 50% when compared with $31.1 million in
the second quarter of last year. Net income as a percentage of sales
increased 6/10ths of 1% of sales to 3.6% as compared with 3.0% last year.
Earnings per share for the second quarter of 1996 was also a record,
reaching $1.07 per share as compared with $0.74 in last year's second
quarter.
Consolidated sales in the first half of 1996 were a record $2.491 billion,
up 25% as compared with $1.993 billion in the first half of last year.
Excluding the impact of sales attributable to companies acquired or
disposed of during the comparable periods, consolidated first half sales
would have been 20% higher than in the prior year. This increase was due
entirely to increased sales at the Company's Electronic Marketing Group.
Consolidated gross profit margins in the first half of this year were
18.8% as compared with 19.1% in the prior year, a decline of 3/10ths of 1%
of sales. However, the decrease in operating expenses as a percentage of
sales to 12.1% in the current year's first half, as compared with 13.4% in
the first half of last year, more than offset the decrease in the gross
profit margin. As a result, operating income as a percentage of sales
increased to 6.7% in this year's first half as compared with 5.7% in the
same period last year.
Investment and other income in the first half of 1996 was lower than in
the prior year, although, as indicated above, it did not have a material
impact on earnings. Interest expense for the first half of 1996 was up as
compared with the same period last year due to the increase in borrowings
to fund the additional working capital requirements to support the growth
in business and to fund the Company's acquisition program, somewhat offset
by the reversal of interest expense which was accrued at June 30, 1995 on
the 6% Convertible Subordinated Debentures Due 2012 (the "Debentures").
Following the Company's call for redemption of the Debentures, almost 100%
of the outstanding Debentures were converted into common stock of the
Company in September 1995, thereby eliminating the requirement to pay
interest on the Debentures subsequent to the most recent interest payment
of April 15, 1995 and necessitating the reversal of interest accrued at
June 30, 1995. The Company's effective tax rate decreased slightly in the
first half of 1996 as compared with the first half of 1995 due primarily
to a significant increase in pre-tax income as compared with the
relatively small increase in the amount of non-deductible goodwill
amortization, and, to a lesser extent, to the mix of earnings between the
domestic and foreign operations to which different tax rates apply.
As a result of the above, net income for the first half of 1996 was a
record $91.2 million, or 3.7% of sales, up 52% as compared with $60.0
million, or 3.0% of sales, in the first half of last year. Earnings per
share for the first half of 1996 was a record $2.09, up 46% when compared
with $1.43 in the first half last year.
The Electronic Marketing Group's sales in the second quarter and first
half of 1996 were $1.245 billion and $2.390 billion, respectively,
accounting for 96% of consolidated sales. This represented a 34% increase
over the prior year's second quarter sales of $928 million and first half
sales of $1,778 billion. Of the $317 million increase in second quarter
sales and the $612 million increase in first half sales, approximately
$99.9 million and $205.8 million, respectively, were attributable to
companies which were not part of the Group during the entire prior year
period. The balance of the increases in both periods were due to strong
sales performances by each of the other units in the Group. Gross profit
margins in both the second quarter and first half of this year were lower
than in the prior year periods, but lower operating expenses as a
percentage of sales more than offset the decrease in gross profit margins,
resulting in higher operating income as a percentage of sales in both
periods. Net income increased more than 50% in both the second quarter
and first half of 1996 as compared with the like periods last year.
The Video Communications Group's second quarter sales of $56.4 million,
which represented 4% of consolidated sales, were down 16% as compared with
the prior year's quarter, while first half sales of $101.1 million were
down 18% when compared with the prior year. Net income was up 48% and 55%,
respectively, for the second quarter and first half of 1996 as compared
with the prior year's comparable periods. The decrease in sales and
increase in profits were due to sales transitioning from lower margin
satellite TV decoders to more profitable DBS (direct broadcast satellite)
business.
As mentioned above, the Electrical and Industrial Group was eliminated as
of the beginning of fiscal 1996 due to the sale of the motor, motor repair
shop and OEM business of Brownell and the transfer of the Avnet Industrial
business to the Electronic Marketing Group. Accordingly, its results for
the current year, including the results of the motor, motor repair shop
and OEM business prior to its disposition, were included in the Electronic
Marketing Group, while the prior period's results were included in the
Electrical and Industrial Group. There was no restatement of prior period
Group results due to the immaterial impact of the operations to both the
Electronic Marketing Group and the Company as a whole.
Liquidity and Capital Resources
During the first half of 1996, cash generated from income before
depreciation and other non-cash items amounted to $120.2 million. During
that period, $181.5 million was used for working capital needs, resulting
in $61.3 million of cash flows being used for operations. In addition,
$31.0 million, net, was used for other normal business operations
including purchases of property, plant and equipment ($19.2 million) and
dividends ($12.6 million), offset by cash generated from other immaterial
items ($.8 million). This resulted in $92.3 million being used for normal
business operations. The Company also used $76.0 million in connection
with acquisitions, offset by cash received in connection with the sale of
the motor, motor repair shop and OEM business of Brownell Electro, and for
the repayment of other debt. This overall use of cash of $168.3 million
was financed by a $182.2 million increase in bank debt and commercial
paper, offset by a $13.9 million increase in cash.
The Company's quick assets at December 29, 1995 totaled $855.1 million
compared with $763.0 million at June 30, 1995, and exceeded the Company's
current liabilities by $310.6 million as compared with a $295.8 million
excess at June 30, 1995. Working capital at December 29, 1995 was
$1,234.5 million compared with $1,057.1 million at June 30, 1995. At the
end of the second quarter, to support each dollar of current liabilities,
the Company had $1.57 of quick assets and $1.70 of other current assets
for a total of $3.27 of current assets as
compared with $3.26 at June 30, 1995.
In August 1995, the Company notified its Debentureholders of its decision
to call for redemption on September 15, 1995 the entire amount of
outstanding Debentures. Holders of $105.2 million of the Debentures
exercised their right to convert the Debentures into approximately 2.4
million shares of Avnet common stock at a conversion price of $43.00
principal amount per share, thereby increasing shareholders' equity by
$105.2 million. The remaining outstanding Debentures, amounting to $0.1
million, were redeemed on September 15, 1995, at a premium of 1.2% plus
accrued interest.
During the first half of 1996, taking into account the conversion of the
Debentures, shareholders' equity increased by $184.6 million to $1,424.0
million while total debt increased by $74.7 million to $494.2 million. As
a result, the total debt to capital (shareholders' equity plus total debt)
ratio was 25.8% at December 29, 1995 as compared with 25.3% at June 30,
1995. The Company's favorable balance sheet ratios would facilitate
additional financing if, in the opinion of management, such financing
would enhance the future operations of the Company.
At December 29, 1995, the Company did not have any material commitments
for capital expenditures. The Company and the former owners of a Company-
owned site in Oxford, North Carolina have entered into a Consent Decree
and Court Order with the Environmental Protection Agency (EPA) for the
environmental clean-up of the site, the cost of which, according to the
EPA's remedial investigation and feasibility study, is estimated to be
approximately $6.3 million, exclusive of the $1.5 million in EPA past
costs paid by the potentially responsible parties (PRP's). Pursuant to a
Consent Decree and Court Order entered into between the Company and the
former owners, the former owners have agreed to bear at least 70% of the
clean-up costs of the site, and the Company will be responsible for not
more than 30% of those costs. The Company is also a PRP in an
environmental clean-up at a site in North Smithfield, Rhode Island. In
addition, the Company has received notice from a third party of its
intention to seek indemnification for costs it may incur in connection
with an environmental clean-up at a site in Rush, Pennsylvania resulting
from the alleged disposal of wire insulation material at the site by a
former unit of the Company. Based upon the information known to date, the
Company believes that it has appropriately accrued in the financial
statements for its share of the costs of the clean-up at these sites. The
Company is also a PRP or has been notified of claims made against it at
environmental clean-up sites in Huguenot, New York and in Hempstead, New
York. At this time, the Company cannot estimate the amount of its
potential liability, if any, for clean-up costs in connection with these
sites, but does not anticipate that these matters or any other contingent
matters will have a material adverse impact on the Company's financial
condition, liquidity or results of operations.
The Company is not now aware of any commitments, contingencies or events
within its control which may significantly change its ability to generate
sufficient cash from internal or external sources to meet its needs.
PART II - OTHER INFORMATION
AVNET, INC. AND SUBSIDIARIES
EXHIBIT 11.1
COMPUTATION OF EARNINGS PER SHARE - PRIMARY
First Half Ended
December 29, December 30,
1995 1994
(unaudited)
A. Primary earnings per share:
Common shares outstanding
(weighted average) *43,290,861 40,682,043
Common equivalent shares:
Conversion of convertible debentures
(weighted average) -- 2,448,487
Contingent shares issuable 117,673 107,806
Exercise of warrants and options
using the treasury method 296,231 113,289
Total common and common equivalent
shares 43,704,765 43,351,625
Income $91,235,210 $59,986,441
Interest expense on convertible
debentures - net of taxes -- 1,894,316
Income used for computing earnings
per share $91,235,210 $61,880,757
Net income $2.09 $1.43
* The weighted average shares outstanding for the first half ended December
29, 1995 include 2,445,270 shares issued in connection with the conversion
of the Company's 6% Convertible Subordinated Debentures.
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
EXHIBIT 11.1
COMPUTATION OF EARNINGS PER SHARE - PRIMARY
Second Quarter Ended
December 29, December 30,
1995 1994
(unaudited)
A. Primary earnings per share:
Common shares outstanding
(weighted average) 43,301,575 40,688,395
Common equivalent shares:
Conversion of convertible debentures
(weighted average) -- 2,448,487
Contingent shares issuable 123,646 111,620
Exercise of warrants and options
using the treasury method 263,845 122,523
Total common and common equivalent
shares 43,689,066 43,371,025
Income $46,690,941 $31,059,412
Interest expense on convertible
debentures - net of taxes -- 947,158
Income used for computing earnings
per share $46,690,941 $32,006,570
Net income $1.07 $0.74
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AVNET, INC AND SUBSIDIARIES
EXHIBIT 11.2
COMPUTATION OF EARNINGS PER SHARE - FULLY DILUTED
First Half Ended
December 29, December 30,
1995 1994
(unaudited)
B. Fully diluted earnings per share:
Common and common equivalents *43,704,765 43,351,625
Additional dilution upon exercise
of options and warrants 9,758 34,545
Total fully diluted shares 43,714,523 43,386,170
Income $91,235,210 $59,986,441
Interest expense on convertible
debentures - net of taxes -- 1,894,316
Income used for computing earnings
per share $91,235,210 $61,880,757
Fully diluted earnings per share:
Net income $2.09 $1.43
* The weighted average shares outstanding for the first half ended December
29, 1995 include 2,445,270 shares issued in connection with the conversion
of the Company's 6% Convertible Subordinated Debentures.
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AVNET, INC AND SUBSIDIARIES
EXHIBIT 11.2
COMPUTATION OF EARNINGS PER SHARE - FULLY DILUTED
Second Quarter Ended
December 29, December 30,
1995 1994
(unaudited)
B. Fully diluted earnings per share:
Common and common equivalents 43,689,066 43,371,025
Additional dilution upon exercise
of options and warrants 16,784 28,443
Total fully diluted shares 43,705,850 43,399,468
Income $46,690,941 $31,059,412
Interest expense on convertible
debentures - net of taxes -- 947,158
Income used for computing earnings
per share $46,690,941 $32,006,570
Fully diluted earnings per share:
Net income $1.07 $0.74
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Avnet, Inc.
(Registrant)
By: s/Raymond Sadowski
Raymond Sadowski
Senior Vice President,
Chief Financial Officer
and Assistant Secretary
By: s/John F. Cole
John F. Cole
Controller and Principal
Accounting Officer
February 12, 1996
Date