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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 28, 1997 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 . . . . . 42,148,297 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 Balance Sheets -
March 28, 1997 and June 28, 1996 3
Consolidated Statements of Income -
Nine Months Ended March 28, 1997 and
March 29, 1996 4
Consolidated Statements of Income -
Third Quarters Ended March 28, 1997 and
March 29, 1996 5
Consolidated Statements of Cash Flows -
Nine Months Ended March 28, 1997 and
March 29, 1996 6
Notes to Consolidated Financial Statements 7 - 8
Item 2. Management's Discussion and Analysis 9 - 12
Part II. Other Information 13 - 15
Signature Page 16
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
March 28, June 28,
1997 1996
(unaudited) (audited)
Assets:
Current assets:
Cash and cash equivalents $ 62,722 $ 47,808
Receivables, less allowances of $31,727
and $34,615, respectively 811,815 802,442
Inventories (Note 3) 924,994 935,612
Other 28,865 27,280
Total current assets 1,828,396 1,813,142
Property, plant & equipment, at cost, net 179,511 176,929
Goodwill, net of accumulated amortization of
$46,682 and $36,998, respectively 482,207 494,666
Other assets 43,440 36,919
Total assets $2,533,554 $2,521,656
Liabilities:
Current liabilities:
Borrowings due within one year $ 191 $ 282
Accounts payable 399,432 353,918
Accrued expenses and other 161,068 165,022
Total current liabilities 560,691 519,222
Long-term debt, less due within one year 445,296 497,223
Commitments and contingencies (Note 4)
Total liabilities 1,005,987 1,016,445
Shareholders' equity (Note 5):
Common stock $1.00 par, authorized
60,000,000 shares, issued 44,000,000
shares and 43,842,000 shares, respectively 44,000 43,842
Additional paid-in capital 423,681 418,441
Retained earnings 1,174,345 1,058,350
Cumulative translation adjustments (20,679) (4,243)
Common stock held in treasury at cost,
1,852,000 shares and 421,000 shares,
respectively (93,780) (11,179)
Total shareholders' equity 1,527,567 1,505,211
Total liabilities and shareholders'
equity $2,533,554 $2,521,656
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(thousands, except per share data)
Nine Months Ended
March 28, March 29,
1997 1996
(unaudited)
Sales $3,991,991 $3,878,150
Cost of sales 3,275,835 3,158,291
Gross Profit 716,156 719,859
Operating expenses:
Selling, shipping, general and
administrative (Note 6) 443,034 433,027
Depreciation and amortization 31,125 26,994
Operating income 241,997 259,838
Investment and other income, net (Note 6) 9,931 1,553
Interest expense (18,903) (19,111)
Income before income taxes 233,025 242,280
Income taxes 97,635 102,124
Net income $ 135,390 $ 140,156
Earnings per share $3.12 $3.21
Shares used to compute earnings per share 43,438 43,687
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(thousands, except per share data)
Third Quarter Ended
March 28, March 29,
1997 1996
(unaudited)
Sales $1,378,431 $1,387,484
Cost of sales 1,134,816 1,136,117
Gross Profit 243,615 251,367
Operating expenses:
Selling, shipping, general and
administrative (Note 6) 154,486 149,981
Depreciation and amortization 10,820 9,371
Operating income 78,309 92,015
Investment and other income, net (Note 6) 8,882 458
Interest expense (6,232) (7,537)
Income before income taxes 80,959 84,936
Income taxes 33,556 36,015
Net income $ 47,403 $ 48,921
Earnings per share $1.10 $1.12
Shares used to compute earnings per share 43,141 43,653
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
Nine Months Ended
March 28, March 29,
1997 1996
(unaudited)
Cash flows from operating activities:
Net income $135,390 $ 140,156
Add non-cash and other reconciling items:
Depreciation and amortization 36,856 32,557
Deferred taxes (1,603) (1,431)
Other, net (Note 7) 7,006 14,881
177,649 186,163
Receivables (33,219) (111,238)
Inventories (1,452) (151,852)
Payables, accruals and other, net 34,668 41,697
Net cash flows provided from (used for)
operating activities 177,646 (35,230)
Cash flows from financing activities:
Issuance (repayment) of bank debt and
commercial paper, net of issuance costs (41,683) 212,683
Payment of other debt (3,909) (9,238)
Cash dividends (19,474) (19,109)
Repurchase of common stock (73,537) -
Other, net 3,547 ( 1,196)
Net cash flows (used for) provided from
financing (135,056) 183,140
Cash flows from investing activities:
Purchases of property, plant and
equipment (Note 7) (24,976) (35,389)
Acquisition of operations, net (Note 7) (1,374) (95,807)
Net cash flows used for investing
activities (26,350) (131,196)
Effect of exchange rates on cash and cash
equivalents (1,326) (150)
Cash and cash equivalents:
- increase 14,914 16,564
- at beginning of year 47,808 49,332
- at end of period $ 62,722 $ 65,896
Additional cash flow information (Note 7)
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of normal
recurring accruals) necessary to present fairly the financial position
as of March 28, 1997 and June 28, 1996; the results of operations for
the nine months and third quarters ended March 28, 1997 and March 29,
1996; and the cash flows for the nine months ended March 28, 1997 and
March 29, 1996.
2. The results of operations for the nine months and third quarter ended
March 28, 1997 are not necessarily indicative of the results to be
expected for the full year.
3. Inventories:
(Thousands)
March 28, June 28,
1997 1996
Finished goods $839,240 $844,510
Work in process 11,645 13,306
Purchased parts and raw materials 74,109 77,796
$924,994 $935,612
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: 4,432,221
6. Included in the Company's current year third quarter other income is the
gain on the sale of the Company's former Culver City, CA facility amounting
to approximately $7,578,000. Also included in the current quarter's results
as operating expenses are non-recurring costs amounting to approximately
$6,164,000 associated with the relocation and consolidation of the
Company's Culver City, CA and Phoenix, AZ based operations, and the
reorganization of its German, Australian, and New Zealand operations. The
net effect of these items is to increase pre-tax income, net income and
earnings per share for the current year quarter by approximately $1,414,000,
$985,000 and $.02 per share, respectively.
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. Additional cash flow information :
Other non-cash and reconciling items primarily include the provision for
doubtful accounts and gain on sale of fixed assets.
Cash expended for purchases of property, plant and equipment is net of
approximately $10,900,000 received in connection with the sale of the
Company's former Culver City, CA facility.
Cash expended for the acquisition of operations in the first nine months
of fiscal 1997 includes a deferred payment relating to the acquisition of
BFI-IBEXSA International, Inc. and cash paid for professional and other
fees associated with various acquisitions completed during fiscal 1996. In
the first nine months of fiscal 1996, cash expended for the acquisition of
operations includes the cash paid in connection with the acquisitions of
VSI Electronics, Setron Schiffer Electronik GmbH & Co., KG, the Science and
Technology Division of Mercuries and Associates, Ltd. and Kopp Electronics,
offset by cash received in connection with the sale of the motor, motor
repair shop and OEM business of Brownell Electro.
Interest and income taxes paid in the first nine months were as follows:
(Thousands)
1997 1996
Interest $18,343 $22,504
Income taxes $92,403 $92,436
Item 2. Management's Discussion and Analysis
Results of Operations
For the third quarter of fiscal 1997 ended March 28, 1997, consolidated
sales were $1.378 billion, down less than 1% when compared with last
year's third quarter sales of $1.387 billion. This decrease was due primarily
to weaker sales at EMG International (which consists of the Electronic
Marketing Group's international operations outside of North America) and at
the Video Communications Group offset by stronger sales at the Electronic
Marketing Group's North American operations. The Electronic Marketing Group's
sales in the third quarter of 1997 were $1.341 billion, up 1% as compared with
$1.331 billion in the same quarter of 1996, and the Video Communications
Group's sales in the third quarter of 1997 were $37 million or 34% lower than
the prior year quarter's sales of $56 million.
The Electronic Marketing Group's North American operations recorded record
sales during the third quarter of 1997 with sales in excess of $1.0 billion
for the first time ever. The sales increase was due primarily to record sales
at the Computer Marketing Group, Allied, Penstock and Time Electronics.
Hamilton Hallmark's sales were only slightly below the record sales posted in
the third quarter of last year.
Included in the Company's current year third quarter other income is the non-
recurring gain on the sale of the Company's former Culver City, CA facility
amounting to approximately $7.6 million. Also included in the current
quarter's results as operating expenses are non-recurring costs amounting to
approximately $6.2 million associated with the relocation and consolidation
of the Company's Culver City, CA and Phoenix, AZ based operations, and the
reorganization of its German, Australian and New Zealand operations. The net
effect of these items is to increase pre-tax income, net income, and earnings
per share by approximately $1.4 million, $1.0 million, and $.02 per share,
respectively.
Consolidated gross profit margins of 17.7% in the third quarter of 1997 were
lower by 4/10ths of one percent of sales as compared with 18.1% in the third
quarter of last year, while operating expenses (excluding the non-recurring
costs discussed above) as a percentage of sales of 11.6% were slightly higher
than in the third quarter of the prior year. As a result, operating income
(excluding non-recurring costs) as a percentage of sales was 6.1% in the third
quarter of 1997 as compared with 6.6% in the third quarter of last year.
Interest expense was lower in the third quarter of 1997 as compared with the
prior year like period due to a combination of a decrease in the average
amount of borrowings outstanding and a decrease in the Company's effective
interest rate.
Net income in the third quarter of 1997 was $47.4 million, down 3% when
compared with the $48.9 million in the prior year's third quarter. Net income
as a percentage of sales was 3.4% in the third quarter of 1997 as compared
with 3.5% in the prior year period. Excluding the non-recurring items
discussed earlier, third quarter net income would have been $46.4 million, or
3.4% of sales, down 5% as compared with last year's third quarter. The
Electronic Marketing Group's net income before non-recurring items decreased
by less than 1% as compared with last year's third quarter net income. The
Electronic Marketing Group's North American operations posted improved income
from operations, primarily due to stronger results at the Computer Marketing
Group, while income from operations at EMG International was down as compared
with last year's third quarter. The Video Communications Group's third quarter
1997 net income was down substantially as compared with the prior year period.
Consolidated sales in the first nine months of 1997 were $3.992 billion, up
3% as compared with $3.878 billion in the first nine months of last year.
This increase was due entirely to increased sales at the Company's Electronic
Marketing Group, primarily due to record sales at the Computer Marketing
Group. The Electronic Marketing Group's sales in the first nine months of
1997 were $3.857 billion, up 4% as compared with $3.721 billion in last year's
first nine months. The Video Communication Group's sales in the first nine
months of 1997 were $135 million, down 14% as compared with $157 million in
the first nine months of last year.
Consolidated gross profit margins in the first nine months of 1997 were 17.9%
as compared with 18.6% in the prior year period, a decline of 7/10ths of 1%
of sales. Even though operating expenses (before non-recurring costs) as a
percentage of sales decreased to 11.7% in the first nine months of 1997 from
11.9% in the first nine months of last year, the decrease was not enough to
offset the decline in gross profit margins. As a result, operating income
(before non-recurring costs) as a percentage of sales decreased to 6.2% in
this year's first nine months as compared with 6.7% in the same period last
year.
Interest expense in the first nine months of 1997 of $18.9 million was $0.2
million lower as compared with $19.1 million in the prior year like period due
to a combination of factors. Last year's first nine months interest expense
was positively affected by the reversal of $1.3 million of interest expense
which was accrued at June 30, 1995 with respect to the Company's 6%
Convertible subordinated Debentures Due 2012. The balance of the change in
interest expense, a decrease of $1.5 million, was due primarily to the
decrease in the Company's effective interest rate.
Net income for the first nine months of 1997 was $135.4 million (3.4% of
sales) down 3% as compared with $140.2 million (3.6% of sales) in the first
nine months of last year. Excluding the non-recurring items discussed
earlier, net income for the first nine months of 1997 would have been $134.4
million (3.4% of sales) down 4% as compared with the prior year. The
Elecronic Marketing Group's net income before non-recurring items for the
first nine months of this year was about the same as in the prior year period.
The Electronic Marketing Group's North American operating units experienced
higher income from operations, primarily due to much improved results at the
Computer Marketing Group; however, this was offset by lower income from
operations at EMG International. The Video Communication Group's first nine
months of 1997 net income was down substantially as compared with the prior
year's period.
Liquidity and Capital Resources
During the first nine months of 1997, the Company generated $177.6 million
from income before depreciation and other non-cash items, and had no net cash
movement related to the components of working capital resulting in $177.6
million of net cash flows being provided from operations. In addition, the
Company used $42.2 million for other normal business operations including
purchases of property, plant and equipment ($35.9 million, which was offset
by the $10.9 million received in connection with the sale of the Culver City,
CA property referred to above) and the payment of dividends ($19.5 million),
offset by other items ($2.3 million). This resulted in $135.4 million being
generated from normal business operations. The Company also used $78.8
million for other items including the repurchase of common stock ($73.5
million), the payment of acquisition related expenditures ($1.4 million) and
the repayment of other debt ($3.9 million). This overall net generation of
cash of $56.6 million was used to pay down $41.7 million of outstanding bank
debt and commercial paper with the remaining $14.9 million being used to
increase cash and cash equivalents.
The Company's quick assets at March 28, 1997 totaled $874.5 million as
compared with $850.3 million at June 28, 1996 and exceeded the Company's
current liabilities by $313.8 million as compared with a $331.0 million excess
at June 28, 1996. Working capital at March 28, 1997 was $1,267.7 million as
compared with $1,293.9 million at June 28, 1996. At the end of the first nine
months of 1997, to support each dollar of current liabilities, the Company had
$1.56 of quick assets and $1.70 of other current assets for a total of $3.26
of current assets as compared with $3.49 at June 28, 1996.
During the first nine months of 1997, shareholders' equity increased by $22.4
million (which is net of $83.2 million associated with the Company's
repurchase of its common stock) to $1,528 million at March 28, 1997 while
total debt decreased by $52.0 million to $445.5 million. As a result, the
total debt to capital (shareholders' equity plus total debt) ratio was 22.6%
at March 28, 1997 as compared with 24.8% at June 28, 1996. 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.
On August 1, 1996, the Company's Board of Directors authorized the purchase
of up to $200 million of Avnet common stock. The stock is to be purchased in
the open market from time to time or in directly negotiated purchases.
Through March 28, 1997, the Company had repurchased almost 1.5 million shares
of its common stock for an aggregate purchase price of $83.2 million (a
portion of which had not yet been paid at the end of the quarter due to
unsettled transactions.
At March 28, 1997, 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 the 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 of the
site, 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 its
financial statements for its share of the costs of the clean-up at all of the
above mentioned sites. The Company is also a PRP, or has been notified of
claims made against it at environmental clean-up sites in Hugeunot, New York
and Hempstead, New York. At this time, the Company cannot estimate the amount
of its potential liability, if any, for clean-up costs in conection 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.
"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995: Any statements made in this document which are not historical facts are
forward-looking statements that involve risks and uncertainties. Among the
factors which could cause actual results to differ materially are (i) major
changes in business conditions and the economy in general, (ii) risks
associated with foreign operations, such as currency fluctuations, (iii)
allocations of products by suppliers, and (iv) changes in market demand and
pricing pressure.
New Accounting Standard
In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share" which
establishes new standards for computing and presenting earnings per share
("EPS") by replacing the presentation of currently required Primary EPS with
a presentation of Basic EPS. For entities with complex capital structures,
the statement requires the dual presentation of both Basic EPS and Diluted EPS
on the face of the statement of earnings. SFAS 128 is effective for financial
statements issued for periods ending after December 15, 1997, including
interim periods, and earlier application is not permitted. When adopted, the
Company will be required to restate its EPS data for all prior periods
presented. The Company does not expect the impact of the adoption of this
statement to have a material effect on previously reported EPS amounts.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K:
A. The following documents are filed as part of this report:
1. Exhibits:
Exhibit No.
3A Certificate of Incorporation of the Company as
currently in effect (incorporated by reference).
3B 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 3 (ii)).
10 No reports on Form 8-K were filed during the quarter for which
this report is filed.
10 Avnet 1996 Incentive Stock Option Plan (incorporated herein by
reference to Registration Statement on Form S-8, Registration
No. 333-17271, Exhibit 99).
*11 - Computation of earnings per share
B. No reports on Form 8-K were filed during the quarter for which this report
is filed.
*Filed herewith
EXHIBIT 11
AVNET, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Thousands, except per share data)
Nine Months Ended
March 28, March 29,
1997 1996
(unaudited)
A. Primary earnings per share:
Common shares outstanding
(weighted average) 43,016 43,309
Common equivalent shares:
Contingent shares issuable 134 111
Exercise of warrants and options
using the treasury method 288 267
Total common and common equivalent
shares 43,438 43,687
Income used for computing earnings
per share $135,390 $140,156
Earnings per share $3.12 $3.21
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
EXHIBIT 11
AVNET, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Thousands, except per share data)
Third Quarter Ended
March 28, March 29,
1997 1996
(unaudited)
A. Primary earnings per share:
Common shares outstanding
(weighted average) 42,605 43,346
Common equivalent shares:
Contingent shares issuable 116 97
Exercise of warrants and options
using the treasury method 420 210
Total common and common equivalent
shares 43,141 43,653
Income used for computing earnings
per share $47,403 $48,921
Earnings per share $1.10 $1.12
SEE NOTES TO CONSOLIDATED 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
May 12, 1997
Date