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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 March 31, 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 . . . . . 40,763,776 shs.
The number of units then outstanding of other publicly-traded securities of
the registrant:
6% Conv. Sub. Debs. Due April 15, 2012 . . . . . . . . . . $105,285,000
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 -
March 31, 1995 and July 1, 1994 3
Consolidated Condensed Statements of Income -
Nine Months Ended March 31, 1995 and
April 1, 1994 4
Consolidated Condensed Statements of Income -
Third Quarter Ended March 31, 1995 and
April 1, 1994 5
Consolidated Condensed Statements of Cash Flows -
Nine Months Ended March 31, 1995 and
April 1, 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
Signature Page 17
* Filed herewith
PART I - FINANCIAL INFORMATION
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(dollars in thousands)
Item I. Financial Statements
March 31, July 1,
1995 1994
(unaudited) (audited)
Assets:
Current assets:
Cash and cash equivalents $ 61,678 $ 53,876
Receivables, less allowances of $21,266
and $21,975, respectively 701,580 573,569
Inventories (Note 3) 694,809 627,022
Other 10,941 9,614
Total current assets 1,469,008 1,264,081
Property, plant & equipment, at cost, net 132,837 115,146
Intangibles and other assets 445,882 408,460
Total assets $2,047,727 $1,787,687
Liabilities:
Current liabilities:
Borrowings due within one year $ 104 $ 47
Accounts payable 325,730 252,915
Accrued expenses and other 141,146 123,135
Total current liabilities 466,980 376,097
Long-term debt, less due within one year 380,337 303,075
Commitments and Contingencies (Note 4)
Total liabilities 847,317 679,172
Shareholders' equity (Note 5):
Common stock $1.00 par, authorized
60,000,000 shares, issued 41,174,000
shares and 41,104,000 shares, respectively 41,174 41,104
Additional paid-in capital 309,185 307,149
Retained earnings 858,353 780,266
Cumulative translation adjustments 1,234 ( 9,692)
Common stock held in treasury at cost,
410,000 shares and 445,000 shares,
respectively ( 9,536) ( 10,312)
Total shareholders' equity 1,200,410 1,108,515
Total liabilities and shareholders'
equity $2,047,727 $1,787,687
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(thousands except per share data)
Nine Months Ended
March 31, April 1,
1995 1994
(unaudited)
Revenues:
Sales $3,122,328 $2,628,512
Investment and other income, net 3,428 2,120
3,125,756 2,630,632
Costs and expenses:
Cost of sales 2,534,619 2,118,164
Selling, shipping, general
and administrative 385,109 355,234
Depreciation and amortization 21,486 19,311
Restructuring and integration -- 22,702
Interest 16,490 10,294
2,957,704 2,525,705
Income before income taxes and cumulative
effect of a change in accounting
principle 168,052 104,927
Income taxes 71,656 45,871
Income before cumulative effect of a
change in accounting principle 96,396 59,056
Cumulative effect of a change in the
method of accounting for income taxes -- (2,791)
Net income $ 96,396 $ 56,265
Earnings per share: (Note 6)
Income before cumulative effect of a
change in accounting principle $2.29 $1.45
Cumulative effect of a change in the
method of accounting for income taxes -- (0.07)
Net income $2.29 $1.38
Shares used to compute earnings per
share (Note 6) 43,380 40,846
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(thousands except per share data)
Third Quarter Ended
March 31, April 1,
1995 1994
(unaudited)
Revenues:
Sales $1,129,176 $ 900,048
Investment and other income, net 1,117 1,154
1,130,293 901,202
Costs and expenses:
Cost of sales 921,328 727,649
Selling, shipping, general
and administrative 131,780 119,332
Depreciation and amortization 7,711 6,591
Interest 6,107 3,682
1,066,926 857,254
Income before income taxes 63,367 43,948
Income taxes 26,957 18,604
Net income $ 36,410 $ 25,344
Earnings per share: (Note 6) $0.86 $0.62
Shares used to compute earnings per
share (Note 6) 43,435 40,909
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(dollars in thousands)
Nine Months Ended
March 31, April 1,
1995 1994
(unaudited)
Cash flows from operating activities:
Net income $96,396 $ 56,265
Add non-cash and other reconciling items:
Depreciation and amortization 26,212 23,506
Deferred taxes ( 534) ( 566)
Cumulative effect of change in accounting
for income taxes -- 2,791
Other, net (Note 7) 14,415 11,334
136,489 93,330
Receivables (122,635) ( 84,905)
Inventories ( 58,968) 16,661
Payables, accruals and other, net 66,769 ( 30,064)
Net cash flows provided from (used for)
operations 21,655 ( 4,978)
Cash flows from financing activities:
Issuance of notes in public offering -- 98,877
Issuance of bank debt 77,600 94,500
Payment of other debt ( 2,650) ( 173)
Cash dividends (Note 7) ( 12,205) ( 23,607)
Other, net 1,458 2,402
Net cash flows provided from financing 64,203 171,999
Cash flows from investing activities:
Purchases of property, plant and equipment ( 39,796) ( 12,617)
(Acquisition) disposition of operations,
net (Note 7) ( 38,260) ( 328,237)
Other, net -- 28
Net cash flows used for investing ( 78,056) ( 340,826)
Cash and cash equivalents:
- increase (decrease) 7,802 ( 173,805)
- at beginning of year 53,876 219,827
- at end of period $61,678 $ 46,022
Additional cash flow information (Note 7)
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 March 31, 1995; the results of operations for the first
nine months and third quarters ended March 31, 1995 and April 1, 1994;
and the cash flows for the nine months ended March 31, 1995 and April 1,
1994.
2. The results of operations for the first nine months and third quarter
ended March 31, 1995 are not necessarily indicative of the results to be
expected for the full year.
3. Inventories:
(Thousands)
March 31, July 1,
1995 1994
Finished goods $579,572 $554,813
Work in process 3,706 2,730
Purchased parts and raw materials 111,531 69,479
$694,809 $627,022
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 conversion of debt, warrants, options and
other rights: 4,851,141
6. Solely for the purpose of calculating earnings per share for the first
nine months and third quarter of the period ended March 31, 1995, common
shares issuable upon conversion of the 6% Convertible Subordinated
Debentures were considered common equivalent shares and the net interest
expense applicable to such Debentures was eliminated. The dilutive
effect on the first nine months and third quarter earnings per share was
approximately $0.07 and $0.03, respectively. In the prior year's
comparable periods these adjustments were not made because the impact of
including the 6% Debentures would have been anti-dilutive.
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
7. 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 and its actual dividend
payment dates, the nine month period ended March 31, 1995 contained two
less quarterly dividend payments as compared with the prior year's nine
month period ended April 1, 1994.
Cash expended for the acquisition of operations in the first nine months
of fiscal 1995 includes primarily the cash paid for the acquisitions of
Penstock, Inc., Avnet Cable Technologies (formerly the Flippin, Arkansas
assembly operations of LaBarge, Inc.), Lyco, Ltd., CK Electronique and
the Company's 70% interest in WKK Semiconductors, Ltd., offset by cash
received in connection with the sale of Freeman Products. In the first
nine months of fiscal 1994, cash expended for operations includes
primarily the cash paid in connection with the acquisitions of Hall-Mark
Electronics (See Note No. 8), Avnet Adelsey and Avnet DeMico.
Interest and income taxes paid in the first nine months were as follows:
(Thousands) Fiscal
1995 1994
Interest $15,776 $ 9,100
Income taxes $61,169 $52,637
8. On July 1, 1993, the Company completed the acquisition of all of the
stock of Hall-Mark Electronics Corporation, the nation's third largest
distributor of electronic components, pursuant to an Agreement and Plan
of Merger dated April 20, 1993. Each share of Hall-Mark common stock
was exchanged for $20 in cash and 0.45 shares of Avnet common stock,
which had a market value of $34.1875 per share on July 1, 1993. The
total cost of the acquisition including expenses was approximately
$496,559,000, consisting of the cost for the Hall-Mark common stock of
$218,409,000 in cash, $166,093,000 in Avnet stock and $2,532,000 in
Avnet stock options (net of related tax benefits of $1,950,000). and the
cost for the refinancing of Hall-Mark bank debt of $109,525,000. The
$327,934,000 of funding required to complete the transaction was
financed through cash on hand, proceeds from the exercise of Hall-Mark
options and warrants, and borrowings under a credit facility with
NationsBank of North Carolina, N.A. The transaction was accounted for
as a purchase.
Item 2. Management's Discussion and Analysis
Results of Operations
In the third quarter of fiscal 1995 ended March 31, 1995,
consolidated sales were a record $1.129 billion, up 25% as compared
with sales of $900.0 million in the prior year's third quarter.
This was due to record third quarter 1995 sales in both the
Electronic Marketing Group and the Video Communications Group. Of
the 25% increase in third quarter sales, approximately 2% was
derived from sales by companies which were acquired during the first
nine months of 1995.
Since the beginning of the fiscal year, the Company has completed
the acquisitions of six companies. Pen-Stock, Inc., the nation's
leading technical specialist distributor of microwave and radio
frequency products and related value-added services, was acquired in
July 1994. Avnet Cable Technologies, formerly the Flippin, Arkansas
cable assembly operation of LaBarge, Inc., was acquired in December
1994. In January 1995, the Company acquired Lyco Limited, an
Ireland-based electronic components distributor and provider of
programming services and also acquired a 70% interest in WKK
Semiconductors, Ltd., a Hong Kong-based electronics distributor with
operations in Hong Kong and the Peoples Republic of China. CK
Electronique, the largest independent programming company in France,
was acquired at the end of March 1995, and in April 1995, the
Company acquired the stock of BFI-IBEXSA International, Inc., the
leading technical pan-European specialist distributor of
RF/microwave components and other specialty components.
Consolidated gross profit margins of 18.4% for the quarter were
lower by 0.8% as compared with 19.2% in the third quarter of last
year. However, the Company's operating efficiency improved as
operating expenses as a percentage of sales fell to 12.3%, down 1.7%
as compared with 14.0% in the third quarter of last year. This
resulted in an increase in operating income as a percentage of sales
to 6.1% in the third quarter of 1995, up 0.9% as compared with 5.2%
in the prior year's like quarter.
Investment and other income in the third quarter of 1995 was
consistent with that of 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 substantially higher in the third
quarter of 1995 as compared with the third quarter of last year due
to the combination of increased interest rates and the increased
borrowings needed to finance acquisitions and the growth in
business. There was virtually no change in the Company's effective
tax rate when comparing the third quarter of 1995 with the
comparable period last year.
As a result of the above, net income for the third quarter of 1995
reached a record $36.4 million, up 44% when compared with $25.3
million in the third quarter of last year. Net income as a
percentage of sales was up 0.4% to 3.2% as compared with 2.8% last
year. Earnings per share for the third quarter of 1995 was also a
record, reaching $0.86 per share as compared with $0.62 in last
year's third quarter. The current quarter's earnings per share of
$0.86 includes an approximate $0.03 reduction due to the dilutive
effect of the required inclusion as common stock equivalents of the
Company's 6% Convertible Subordinated Debentures due April 15, 2012.
In the third quarter of last year, the potential conversion of such
debentures was not taken into account in calculating earnings per
share due to the anti-dilutive effect.
Consolidated sales in the first nine months of 1995 were a record
$3.122 billion, up 19% as compared with $2.629 billion in the first
nine months of last year. This increase was due primarily to
increased sales in the Company's Electronic Marketing Group and its
Video Communications Group. For the first nine months of 1995,
sales at these two groups were up 19% and 26%, respectively,
compared with the prior year. Consolidated gross profit margins in
the first nine months of this year were 18.8% as compared with 19.4%
in the prior year, a decline of 0.6%. However, the decrease in
operating expenses as a percentage of sales of 1.2% to 13.0% in the
current year's first nine months as compared with 14.2% in the first
nine months of last year (before restructuring and integration costs
described below), more than offset the decrease in the gross profit
margin. As a result, operating income as a percentage of sales
increased 0.6% to 5.8% in this year's first nine months as compared
with 5.2% in the like period last year, before restructuring and
integration costs described below.
Investment and other income in the first nine months of 1995 was
higher than in the prior year, although, as indicated above, it did
not have a material impact on earnings. Interest expense for the
first nine months of 1995 increased substantially as compared with
the like period last year due to the increase in interest rates and
the Company's increased borrowings. There was no significant change
in the Company's effective tax rate in the first nine months of 1995
as compared with the first nine months of 1994.
As a result of the above, net income for the first nine months of
1995 was a record $96.4 million, up 32% as compared with $73.1
million in the first nine months of last year (before special
charges recorded in the first quarter of last year). Net income as
a percentage of sales was 3.1% as compared with 2.8% last year
(before special charges recorded in the first quarter of last year).
Earnings per share for the first nine months of 1995 was a record
$2.29, up 28% when compared with $1.79 in the first nine months last
year (before special charges). The first nine month's of 1995
earnings per share of $2.29 included an approximately $0.07
reduction due to the dilutive effect of the required inclusion as
common stock equivalents of the Company's 6% Convertible Debentures
which, as noted above, was not taken into account in the first nine
months of last year due to the anti-dilutive effect.
The results for the first nine months of 1994 included the impact of
special charges recorded during last year's first quarter. During
the first quarter of 1994, the Company recorded special charges
which negatively impacted net income by $16.8 million or $0.41 per
share. After such charges, net income for the first nine months of
1994 was $56.3 million or $1.38 per share. The special charges
included $22.7 million ($13.5 million after tax) of restructuring
and integration costs associated with the July 1, 1993 acquisition
of Hall-Mark Electronics and the restructuring of the Electrical and
Industrial Group. These costs included accruals for severance,
anticipated real and personal property lease terminations,
relocation of employees, inventory adjustments related to
anticipated supplier terminations and other items. Other non-
recurring charges in the first quarter of 1994 were the $0.5 million
impact of the retroactive increase in federal income tax rates as it
related to fiscal 1993 income and the $2.8 million cumulative effect
of the change in the method of accounting for income taxes as a
result of the Company's adopting Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes".
Sales in the aggregate and on a per day basis during April 1995, the
first month of the fourth quarter, were both higher than in the
comparable period last year and in January 1995, the first month of
the immediately preceding quarter.
The Electronic Marketing Group's sales in the third quarter and
first nine months of 1995 were $1.011 billion and $2.789 billion,
respectively, accounting for 90% of consolidated sales. This
represented a 24% and 19% increase, respectively, over the prior
year's third quarter sales of $815.4 million and first nine months
sales of $2.339 billion. Of the $195.6 million increase in third
quarter sales and the $450.0 million increase in the first nine
months sales, approximately $23.7 million and $53.6 million,
respectively, were attributable to companies which were acquired in
fiscal 1995. The balance of the increases in both periods was due
to strong sales performances by each of the other units in the
Group. Gross profit margins in both the third quarter and first
nine months 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. Net income increased
44% in the third quarter and 29% in the first nine months of 1995 as
compared with the like periods last year (before the special charges
noted above).
The Video Communications Group's third quarter sales of $71.5
million, which represented 6% of consolidated sales, were up 86% as
compared with the prior year's quarter, while first nine months
sales of $194.6 million were up 26% over the prior year. Net income
was up 180% and 118%, respectively, for the third quarter and first
nine months of 1995 as compared with the prior year's comparable
periods primarily due to Channel Master's increased sales of DBS
(Direct Broadcast Satellite) TV equipment.
The Electrical and Industrial Group, with 4% of consolidated sales,
posted slightly higher sales for the third quarter and first nine
months of 1995 as compared with last year's like periods. The
Group's net income from continuing operations for the third quarter
and first nine months of 1995 were not significant to the Company's
consolidated results and were about the same as compared with the
comparable prior year periods. During the third quarter of 1995,
the Company disposed of its Freeman Products operation without any
material impact on net income.
Liquidity and Capital Resources
During the first nine months of 1995, cash generated from income
before depreciation and other non-cash items amounted to $136.5
million. During that period, $114.8 million was used for working
capital needs, resulting in $21.7 million of net cash flows from
operations. Of that $21.7 million, $50.6 million, net, was needed
for other normal business operations including purchases of
property, plant and equipment ($39.8 million) and dividends ($12.2
million), offset by cash generated from other immaterial items
($1.4 million). This resulted in $28.9 million being used for
normal business operations. The Company also used $40.9 million,
net, for acquisitions, primarily Penstock (including the payoff of
$2.6 million of Penstock's outstanding debt), Avnet Cable
Technologies, Lyco, Ltd., CK Electronique and the Company's 70%
interest in WKK Semiconductors, Ltd., less the cash received in
connection with the sale of Freeman Products. This overall use of
cash of $69.8 million was financed by a $77.6 million increase in
bank debt offset by a $7.8 million increase in cash.
The Company's quick assets at March 31, 1995 totaled $763.3 million
compared with $627.4 million at July 1, 1994, and exceeded the
Company's current liabilities by $296.3 million compared with a
$251.3 million excess at July 1, 1994. Working capital at March 31,
1995 was $1.002 billion compared with $888.0 million at July 1,
1994. At the end of the third quarter, to support each dollar of
current liabilities, the Company had $1.64 of quick assets and $1.51
of other current assets for a total of $3.15 compared with $3.36 at
July 1, 1994.
During the first nine months of 1995, shareholders' equity increased
by $91.9 million while long-term debt increased by $77.3 million.
At March 31, 1995 the Company's long-term debt amounted to $380.3
million or 24.1% of capital compared with 21.5% at July 1, 1994.
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 March 31, 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 and has had a
claim made against it by a third party with respect to a clean-up
site in Hempstead, New York. 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 with respect to an environmental
clean-up site in Huguenot, New York. At this time, the Company
cannot estimate the amount of its potential liability, if any, for
clean-up costs in connection with this site, 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.
AVNET, INC. AND SUBSIDIARIES
EXHIBIT 11.1
COMPUTATION OF EARNINGS PER SHARE - PRIMARY
Nine Months Ended
March 31, April 1,
1995 1994
(unaudited)
A. Primary earnings per share:
Common shares outstanding
(weighted average) 40,704,800 40,568,371
Common equivalent shares:
Conversion of convertible debentures
(weighted average) (Note 6) 2,448,487 --
Contingent shares issuable 99,808 99,557
Exercise of warrants and options
using the treasury method 126,428 178,211
Total common and common equivalent
shares 43,379,523 40,846,139
Income before cumulative effect of a
change in accounting principle $96,396,488 $59,055,573
Interest expense on convertible
debentures - net of taxes (Note 6) 2,841,472 --
Income used for computing earnings
per share before cumulative effect
of a change in accounting
principle $99,237,960 $59,055,573
Cumulative effect of a change in
the method of accounting for
income taxes -- ( 2,790,839)
Income used for computing earnings
per share $99,237,960 $56,264,734
Primary earnings per share:
Income before cumulative effect of
a change in accounting principle $2.29 $1.45
Cumulative effect of change in the
method of accounting for income
taxes -- ( .07)
Net income $2.29 $1.38
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
EXHIBIT 11.1
COMPUTATION OF EARNINGS PER SHARE - PRIMARY
Third Quarter Ended
March 31, April 1,
1995 1994
(unaudited)
A. Primary earnings per share:
Common shares outstanding
(weighted average) 40,750,315 40,618,068
Common equivalent shares:
Conversion of convertible debentures
(weighted average) (Note 6) 2,448,487 --
Contingent shares issuable 83,813 82,068
Exercise of warrants and options
using the treasury method 152,706 209,348
Total common and common equivalent
shares 43,435,321 40,909,484
Net Income $36,410,047 $25,343,874
Interest expense on convertible
debentures - net of taxes (Note 6) 947,156 --
Income used for computing earnings
per share $37,357,203 $25,343,874
Primary earnings per share $0.86 $0.62
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AVNET, INC AND SUBSIDIARIES
EXHIBIT 11.2
COMPUTATION OF EARNINGS PER SHARE - FULLY DILUTED
Nine Months Ended
March 31, April 1,
1995 1994
(unaudited)
B. Fully diluted earnings per share:
Common and common equivalents (Note 6) 43,379,523 40,846,139
Additional dilution upon exercise
of options and warrants 43,715 54,525
Total fully diluted shares 43,423,238 40,900,664
Income before cumulative effect of a
change in accounting principle $96,396,488 $59,055,573
Interest expense on convertible
debentures - net of taxes (Note 6) 2,841,472 --
Income used for computing earnings
per share before cumulative effect
of a change in accounting principle $99,237,960 $59,055,573
Cumulative effect of change in the
method of accounting for income
taxes -- ( 2,790,839)
Income used for computing earnings
per share $99,237,960 $56,264,734
Fully diluted earnings per share:
Income before cumulative effect of
a change in accounting principle $2.29 $1.45
Cumulative effect of a change in
the method of accounting for
income taxes -- (0.07)
Net income $2.29 $1.38
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AVNET, INC AND SUBSIDIARIES
EXHIBIT 11.2
COMPUTATION OF EARNINGS PER SHARE - FULLY DILUTED
Third Quarter Ended
March 31, April 1,
1995 1994
(unaudited)
B. Fully diluted earnings per share:
Common and common equivalents (Note 6) 43,435,321 40,909,484
Additional dilution upon exercise
of options and warrants 62,054 34,397
Total fully diluted shares 43,497,375 40,943,881
Income before cumulative effect of a
change in accounting principle $36,410,047 $25,343,874
Interest expense on convertible
debentures - net of taxes (Note 6) 947,156 --
Net Income $37,357,203 $25,343,874
Fully diluted earnings per share $0.86 $0.62
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
May 12, 1995
Date