e8-k
Table of Contents

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):   August 15, 2001

AVNET, INC.
(Exact name of Registrant as Specified in its Charter)

         
New York   1-4224   11-1890605
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
         
2211 South 47th Street, Phoenix, Arizona     85034  
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s Telephone Number, Including Area Code —(480) 643-2000

Not Applicable
(Former Name or Former Address if Changed Since Last Report)

 


TABLE OF CONTENTS

S I G N A T U R E
EXHIBIT INDEX
EX-99


Table of Contents

Item 7. Financial Statements and Exhibits.

       (a) Inapplicable
 
       (b) Inapplicable.
 
       (c) Exhibits:

       99.   Press Release of Avnet, Inc. dated August 15, 2001

Item 9. Regulation F-D Disclosure.

      The press release of Avnet, Inc. issued on August 15, 2001 is being filed as Exhibit 99 hereto.
 
      Management of Avnet, Inc. may, from time to time, comment on expectations concerning Avnet’s future financial performance during discussions with investors, the media, investment analysts, and others. To the extent management’s expectations differ during those discussions from the comments made by management in Avnet’s conference calls, such new expectations will be posted on the Investor Relations home page of Avnet’s web site.

No other item of this report form is presently applicable to the Registrant.

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)
     
Date: August 15, 2001   By:   /s/Raymond Sadowski            
Raymond Sadowski
Senior Vice President and
Chief Financial Officer

 


Table of Contents

EXHIBIT INDEX

             
Exhibit Number   Description of Exhibit        

 
       
99   Press Release of Avnet, Inc. dated August 15, 2001

 

ex99
     
Avnet Logo   Avnet, Inc.
2211 South 47 Street
Phoenix, AZ 85034

PRESS RELEASE

August 15, 2001

Avnet Reports Fourth Quarter and Fiscal Year 2001 Results

Phoenix, Arizona —Avnet, Inc. (NYSE:AVT) reported results today for its fourth quarter and fiscal year ended June 29, 200 1. The reported results include the results of Kent Electronics which Avnet acquired on June 8, 2001 and which has been accounted for as a “Pooling-of-Interests”. As required by generally accepted accounting principles, all financial statements have been restated to reflect the combined results of Avnet and Kent.

Net income from continuing operations for the fourth quarter of fiscal year 2001, excluding the special charge described below, was $5.7 million, or $0.05 per share on a diluted basis, as compared with $72.5 million, or $0.62 per share on a diluted basis, in last year’s fourth quarter. Sales for the fourth quarter of fiscal year 2001 were $2.54 billion as compared with $2.95 billion in the fourth quarter of last year. Including the special charge, Avnet reported a net loss from continuing operations for the fourth quarter of fiscal year 2001 of $231.0 million, or $1.96 per share on a diluted basis.

For fiscal year 2001, sales were a record $12.8 billion, up 29% as compared with the prior year’s sales of $9.9 billion. Net income from continuing operations, excluding special charges which affected both fiscal years 2001 and 2000, was $236.8 million, or $1.99 per share on a diluted basis, in fiscal year 2001 as compared with $193.0 million, or $1.77 per share on a diluted basis, in fiscal year 2000. Including the special charges described below, net income from continuing operations for fiscal year 2001 was $97 thousand as compared with $162.6 million in fiscal year 2000.

As previously estimated and indicated, Avnet recorded a special charge in the fourth quarter of fiscal year 2001 in connection with the acquisition and integration of Kent Electronics and for costs related to actions taken in response to current business conditions and other restructuring activity. The actual amount of the charge was $327.5 million pre-tax ($80.6 million included in cost of sales and $246.9 million included in operating expenses) and $236.7 million after-tax, or $2.01 per share on a diluted basis for the fourth quarter ($1.99 for the year). A significant portion of the charge resulted from the acquisition of Kent which has been accounted for using the “Pooling-of-Interests” method. Under this method, items that normally would have been reflected as goodwill if the “Purchase” method of accounting had been used were reported in Avnet’s income statement. These include costs incurred in completing the acquisition, as well as adjustments to the assets acquired and liabilities assumed. In addition, the charge recorded in the fourth quarter of fiscal year 2001 included integration and restructuring costs consisting of severance, inventory reserves related to termination of non-strategic product lines and other valuation adjustments including those for special inventory purchases to meet customer requirements which are in excess of what is anticipated to be sold or returned, write-downs associated with the disposal of fixed assets, lease terminations, adjustments to the book value of investments in certain non-consolidated entities, and other items.

Contact: John Hovis, SVP Investor Relations or Raymond Sadowski, SVP & CFO * Telephone (480) 643-7291 * Fax (480) 643-7370
Internet: http://www.avnet.com * e-mail: john.hovis@avnet.com

 


As previously reported, the results for fiscal 2000 include $49.0 million pre-tax ($37.2 million included in operating expenses and $11.8 million included in cost of sales) and $30.4 million after-tax, or $0.29 per share on a diluted basis, of incremental special charges related primarily to the integrations of Marshall Industries, SEI Eurotronics and the Macro Group.

Roy Vallee, Avnet’s Chairman and CEO, stated, “Although the results for the quarter in absolute terms are very disappointing, I am pleased with the way our team is responding to this extremely difficult environment. Sales finished essentially as expected but we managed to slightly improve our gross margins and get more costs and working capital out of the business than anticipated as we aggressively addressed the issues we can influence.” Mr. Vallee commented that, “Business conditions over the last six to eight months have been deteriorating faster than I have experienced in my 30 years in this industry. Fortunately, Avnet has the scale and scope to weather this downturn and, in fact, we are taking advantage of the situation by examining every strategy, activity and cost in our business to ensure that we are better positioned than ever to deliver higher earnings growth and return on capital when the market recovers.” Mr. Vallee further stated, “We continue to drive working capital reductions and as a result reduced our net debt position by approximately $287 million during the quarter and $556 million since the end of December 2000 before taking into account the impact of our new accounts receivable securitization program and net cash used for acquisitions and dispositions.”

Mr. Vallee addressed the one-time charge by stating, “The charge we recorded in the fourth quarter was higher than first anticipated for two major reasons. First, we have re-evaluated our investments in certain Internet-related businesses as a result of a worsening environment and have decided that a higher adjustment to the book value of those investments is appropriate. The other primary reason for the higher charge is due to deeper cost cutting in response to worsening business conditions.”

Avnet also gave notice that it would look to more effectively deploy its cash to fuel future earnings growth and deliver increased shareholder value by discontinuing the payment of its cash dividend effective after its anticipated dividend payment on January 2, 2002.

Mr. Vallee added, “Looking at every cost and use of capital in our business to ensure we are better positioned to deliver higher shareholder value going forward, we have decided that it is in the best interest of our shareholders to discontinue the use of capital to pay cash dividends. We can more effectively deliver higher returns by investing that capital in our business.”

Mr. Vallee concluded by commenting on the outlook for the remainder of the calendar year. “We are currently estimating sales in the September quarter to decline by about 5% to 10% as compared with the June quarter, with gross margins under pressure. That should be largely offset by expense reductions as we benefit from our cost-cutting and working capital reduction initiatives, resulting in net income around break-even for the September quarter. There is growing evidence that excess inventories are drying up and, in addition, end demand in the December quarter should be benefited by seasonal factors. As a result, taking into account Avnet’s lower cost base, I am optimistic that sequential earnings growth will resume in the December quarter.”

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained in the forward-looking statements. The forward-looking statements herein include statements addressing future financial and operating results of Avnet.

2


The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: failure to obtain and retain expected synergies from newly acquired businesses; and other economic, business, competitive and/or regulatory factors affecting the businesses of Avnet generally.

More detailed information about these and other factors is set forth in Avnet’s filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for fiscal 2000 and the most recent quarterly report on Form 10-Q. Avnet is under no obligation to (and expressly disclaims any such obligation to) update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information

Phoenix, Arizona-based Avnet, Inc., a Fortune 500 company with annual sales exceeding $12.8 billion, is one of the world’s largest distributors of semiconductors, interconnect, passive and electromechanical components, enterprise network and computer equipment, and embedded sub-systems from leading manufacturers. Serving customers in 63 countries, Avnet markets, inventories and adds value to these products and provides world-class supply-chain management and engineering services. Avnet’s Web site is located at www.avnet.com.

3


AVNET, INC.
(MILLIONS EXCEPT PER SHARE DATA)

INCLUDING SPECIAL ITEMS (1)

                           
      FOURTH QUARTERS ENDED        
     
       
      JUNE 29,   JUNE 30,        
      2001 (1)   2000   % CHANGE
     
 
 
Sales
  $ 2,537.8     $ 2,949.8       (14 %)
Income (loss) from continuing operations before income taxes
    (315.6 )     124.8        
Net income (loss) from continuing operations
    (231.0 )     72.5        
Earnings (loss) per share from continuing operations:
                       
 
Basic
    ($1.96 )   $ 0.64        
 
Diluted
    ($1.96 )   $ 0.62        

EXCLUDING SPECIAL ITEMS

                           
      FOURTH QUARTERS ENDED        
     
       
      JUNE 29,   JUNE 30,        
      2001   2000   % CHANGE
     
 
 
Sales
  $ 2,537.8     $ 2,949.8       (14 %)
Income from continuing operations before income taxes
    11.9       124.8       (90 %)
Net income from continuing operations
    5.7       72.5       (92 %)
Earnings per share from continuing operations:
                       
 
Basic
  $ 0.05     $ 0.64       (92 %)
 
Diluted
  $ 0.05     $ 0.62       (92 %)


(1)   Fiscal 2001 fourth quarter results shown above include the impact of incremental special charges related to the acquisition and integration of Kent Electronics, which was accounted for as a “Pooling-of-Interests”, and other integration, restructuring and cost cutting initiatives taken in response to current business conditions. The special charges amounted to $327.5 million pre-tax ($80.6 million included in cost of sales and $246.9 million included in operating expenses) and $236.7 million after-tax, or $2.01 per share on a diluted basis for the fourth quarter ($1.99 for the year).

The above earnings are from continuing operations only. Information on discontinued operations can be found on the attached statement of income.

4


AVNET, INC.
(MILLIONS EXCEPT PER SHARE DATA)

INCLUDING SPECIAL ITEMS (1) (2)

                           
      FISCAL YEARS ENDED        
     
       
      JUNE 29,   JUNE 30,        
      2001 (1)   2000 (2)   % CHANGE
     
 
 
Sales
  $ 12,814.0     $ 9,915.0       29 %
Income from continuing operations before income taxes
    87.3       283.6       (69 %)
Net income from continuing operations
    0.1       162.6       (100 %)
Earnings per share from continuing operations:
                       
 
Basic
        $ 1.52       (100 %)
 
Diluted
        $ 1.50       (100 %)

EXCLUDING SPECIAL ITEMS

                           
      FISCAL YEARS ENDED        
     
       
      JUNE 29,   JUNE 30,        
      2001   2000   % CHANGE
     
 
 
Sales
  $ 12,814.0     $ 9,915.0       29 %
Income from continuing operations before income taxes
    414.7       332.6       25 %
Net income from continuing operations
    236.8       193.0       23 %
Earnings per share from continuing operations:
                       
 
Basic
  $ 2.02     $ 1.81       12 %
 
Diluted
  $ 1.99     $ 1.77       12 %


(1)   Fiscal 2001 results shown above include the impact of incremental special charges related to the acquisition and integration of Kent Electronics, which was accounted for as a “Pooling-of-Interests”, and other integration, restructuring and cost cutting initiatives taken in response to current business conditions.The special charges amounted to $327.5 million pre-tax ($80.6 million included in cost of sales and $246.9 million included in operating expenses) and $236.7 million after-tax, or $1.99 per share on a diluted basis for the year ($2.01 for the fourth quarter).
(2)   Fiscal 2000 results shown above include special charges as described in footnote number 2 on the attached statement of income.

     The above earnings are from continuing operations only. Information on discontinued operations can be found on the attached statement of income.

5


AVNET, INC.
CONSOLIDATED STATEMENTS OF INCOME
(THOUSANDS EXCEPT PER SHARE DATA)

INCLUDING SPECIAL ITEMS (1) (2)

                                   
      FOURTH QUARTERS ENDED   FISCAL YEARS ENDED
     
 
      JUNE 29,   JUNE 30,   JUNE 29,   JUNE 30,
      2001 (1)   2000   2001 (1)   2000 (2)
     
 
 
 
Sales
  $ 2,537,755     $ 2,949,777     $ 12,814,010     $ 9,915,042  
Cost of sales
    2,225,323       2,508,723       10,948,484       8,470,257  
 
   
     
     
     
 
Gross profit
    312,432       441,054       1,865,526       1,444,785  
Operating expenses
    590,058       286,506       1,611,874       1,076,793  
 
   
     
     
     
 
Operating income (loss)
    (277,626 )     154,548       253,652       367,992  
Other income, net
    8,397       3,092       25,495       10,452  
Interest expense
    (46,328 )     (32,842 )     (191,895 )     (94,798 )
 
   
     
     
     
 
Income (loss) from continuing operations before income taxes
    (315,557 )     124,798       87,252       283,646  
Income taxes
    (84,521 )     52,262       87,155       121,082  
 
   
     
     
     
 
Net income (loss) from continuing operations
    (231,036 )     72,536       97       162,564  
 
   
     
     
     
 
Income (loss) from discontinued operations, net of income taxes
    (5,110 )     1,451       15,305       828  
 
   
     
     
     
 
Net income (loss)
    ($236,146 )   $ 73,987     $ 15,402     $ 163,392  
 
   
     
     
     
 
Earnings per share from continuing operations:
                               
 
Basic
    ($1.96 )   $ 0.64           $ 1.52  
 
   
     
     
     
 
 
Diluted
    ($1.96 )   $ 0.62           $ 1.50  
 
   
     
     
     
 
Net earnings per share:
                               
 
Basic
    ($2.01 )   $ 0.66     $ 0.13     $ 1.53  
 
   
     
     
     
 
 
Diluted
    ($2.01 )   $ 0.63     $ 0.13     $ 1.51  
 
   
     
     
     
 
Shares used to compute earnings per share:
                               
 
Basic
    117,697       112,834       117,263       106,627  
 
   
     
     
     
 
 
Diluted
    117,697       119,209       118,815       108,257  
 
   
     
     
     
 


(1)   Fiscal 2001 fourth quarter and entire year results shown above include the impact of incremental special charges related to the acquisition and integration of Kent Electronics, which was accounted for as a “Pooling-of-Interests”, and other integration, restructuring and cost cutting initiatives taken in response to current business conditions. The special charges amounted to $327.5 million pre-tax ($80.6 million included in cost of sales and $246.9 million included in operating expenses) and $236.7 million after-tax. The impact on diluted earning per share was $2.01 for the fourth quarter and $1.99 for the year.
(2)   Fiscal 2000 results include special charges associated with (a) the integration of Marshall Industries, SEI Eurotronics and Macro into Electronics Marketing (“EM”), (b) the integration of JBA Computer Solutions into Computer Marketing North America (c) the reorganization of EM Asia, (d) the reorganization of EM’s European operations including costs related to the consolidation of EM’s European warehousing operations and (e) costs incurred in connection with certain litigation brought by the Company. The total special charges for fiscal 2000 amounted to $49.0 million pre-tax, ($37.2 million included in operating expenses and $11.8 million included in cost of sales), $30.4 million after-tax and $0.29 per share on a diluted basis.

6


AVNET, INC.
CONSOLIDATED STATEMENTS OF INCOME
(THOUSANDS EXCEPT PER SHARE DATA)

EXCLUDING SPECIAL ITEMS (1) (2)

                                   
      FOURTH QUARTERS ENDED   FISCAL YEARS ENDED
     
 
      JUNE 29,   JUNE 30,   JUNE 29,   JUNE 30,
      2001 (1)   2000   2001 (1)   2000 (2)
     
 
 
 
Sales
  $ 2,537,755     $ 2,949,777     $ 12,814,010     $ 9,915,042  
Cost of sales
    2,144,727       2,508,723       10,867,888       8,458,470  
 
   
     
     
     
 
Gross profit
    393,028       441,054       1,946,122       1,456,572  
Operating expenses
    343,169       286,506       1,364,985       1,039,615  
 
   
     
     
     
 
Operating income
    49,859       154,548       581,137       416,957  
Other income, net
    8,397       3,092       25,495       10,452  
Interest expense
    (46,328 )     (32,842 )     (191,895 )     (94,798 )
 
   
     
     
     
 
Income from continuing operations before income taxes
    11,928       124,798       414,737       332,611  
Income taxes
    6,272       52,262       177,948       139,620  
 
   
     
     
     
 
Net income from continuing operations
    5,656       72,536       236,789       192,991  
Income (loss) from discontinued operations, net of income taxes
    (5,111 )     1,451       15,305       828  
 
   
     
     
     
 
Net income
  $ 545     $ 73,987     $ 252,094     $ 193,819  
 
   
     
     
     
 
Earnings per share from continuing operations:
                               
 
Basic
  $ 0.05     $ 0.64     $ 2.02     $ 1.81  
 
   
     
     
     
 
 
Diluted
  $ 0.05     $ 0.62     $ 1.99     $ 1.77  
 
   
     
     
     
 
Net earnings per share:
                               
 
Basic
        $ 0.66     $ 2.15     $ 1.82  
 
   
     
     
     
 
 
Diluted
        $ 0.63     $ 2.12     $ 1.78  
 
   
     
     
     
 
Shares used to compute earnings per share:
                               
 
Basic
    117,697       112,834       117,263       106,627  
 
   
     
     
     
 
 
Diluted
    117,697       119,209       118,815       108,257  
 
   
     
     
     
 


(1)   Fiscal 2001 fourth quarter and entire year results shown above exclude the impact of incremental special charges related to the acquisition and integration of Kent Electronics, which was accounted for as a “Pooling-of-Interests”, and other integration, restructuring and cost cutting initiatives taken in response to current business conditions. The special charges amounted to $327.5 million pre-tax ($80.6 million included in cost of sales and $246.9 million included in operating expenses) and $236.7 million after-tax. The impact on diluted earning per share was $2.01 for the fourth quarter and $1.99 for the year.
(2)   Fiscal 2000 results exclude special charges associated with (a) the integration of Marshall Industries, SEI Eurotronics and Macro into Electronics Marketing (“EM”), (b) the integration of JBA Computer Solutions into Computer Marketing North America (c) the reorganization of EM Asia, (d) the reorganization of EM’s European operations including costs related to the consolidation of EM’s European warehousing operations and (e) costs incurred in connection with certain litigation brought by the Company. The total special charges for fiscal 2000 amounted to $49.0 million pre-tax, ($37.2 million included in operating expenses and $11.8 million included in cost of sales), $30.4 million after-tax and $0.29 per share on a diluted basis.

7


AVNET, INC.
CONSOLIDATED BALANCE SHEETS
(THOUSANDS)

                         
            JUNE 29,   JUNE 30,
            2001   2000
           
 
Assets:
               
 
Current assets:
               
   
Cash and cash equivalents
  $ 97,279     $ 268,244  
   
Receivables, including retained interests in securitized accounts receivable, net (1)
    1,629,566       1,899,988  
   
Inventories
    1,917,044       2,013,221  
   
Net assets of discontinued operations
          143,795  
   
Other
    103,600       80,550  
 
   
     
 
     
Total current assets
    3,747,489       4,405,798  
   
Property, plant & equipment, net
    417,159       345,659  
   
Goodwill, net
    1,404,863       959,995  
   
Other assets
    294,637       222,972  
 
   
     
 
       
Total assets
    5,864,148       5,934,424  
 
   
     
 
Less liabilities:
               
 
Current liabilities:
               
   
Borrowings due within one year (2)
    1,302,129       503,287  
   
Accounts payable
    853,196       1,185,292  
   
Accrued expenses and other
    414,740       348,532  
 
   
     
 
       
Total current liabilities
    2,570,065       2,037,111  
   
Long-term debt, less due within one year (2)
    919,493       1,650,610  
 
   
     
 
       
Total liabilities
    3,489,558       3,687,721  
 
   
     
 
Shareholders’ equity
  $ 2,374,590     $ 2,246,703  
 
   
     
 


(1)   During the fourth quarter of 2001, the Company entered into an accounts receivable securitization program with a bank under which it sold an interest in certain trade accounts receivable. As of June 29, 2001, the Company sold $350 million of outstanding trade receivables.
(2)   Approximately $796.8 million relating to the Kent 4.5% Convertible Notes due 2004 (the “Notes”) and certain amounts outstanding under long-term bank facilities are being classified as “Borrowings due within one year” because subsequent to year-end the holders of the Notes exercised their “put” options by selling the Notes back to the Company and the Company intends to refinance its long-term bank facilities within the next few months.

8


AVNET, INC.
SEGMENT INFORMATION
(MILLIONS)

                                 
    FOURTH QUARTERS ENDED   FISCAL YEARS ENDED
   
 
    JUNE 29,   JUNE 30,   JUNE 29,   JUNE 30,
SALES   2001   2000   2001   2000

 
 
 
 
Electronics Marketing
  $ 1,553.9     $ 2,117.0     $ 8,286.6     $ 7,105.2  
Computer Marketing
    619.7       602.7       2,855.6       2,139.4  
Avnet Applied Computing
    364.2       230.1       1,671.8       670.4  
 
   
     
     
     
 
Consolidated
  $ 2,537.8     $ 2,949.8     $ 12,814.0     $ 9,915.0  
 
   
     
     
     
 
                                 
OPERATING INCOME (LOSS)                                

                               
Electronics Marketing
  $ 41.5     $ 148.8     $ 532.4     $ 421.8  
Computer Marketing
    14.7       19.8       86.4       57.9  
Avnet Applied Computing
    17.0       8.4       63.9       20.5  
Headquarters
    (23.3 )     (22.5 )     (101.5 )     (83.2 )
 
   
     
     
     
 
Consolidated Before Special Items
    49.9       154.5       581.2       417.0  
Special Items
    (327.5 )           (327.5 )     (49.0 )
 
   
     
     
     
 
Consolidated
    ($277.6 )   $ 154.5     $ 253.7     $ 368.0  
 
   
     
     
     
 

The segment information above includes the allocation of Kent’s results to the Electronics Marketing, Computer Marketing and Headquarters segments based upon the methodology used by Kent in preparing its financial statements. Avnet is currently evaluating such allocation methodology and may upon review decide to use an alternative method to evaluate the performance of its segments. If such alternative methodology is adopted, the only impact will be a reclassification of operating expenses among the segments, the amounts of which are not expected to be material.

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