Form 8-K
UNITED STATES
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 11, 2010
AVNET, INC.
(Exact name of registrant as specified in its charter)
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New York
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1-4224
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11-1890605 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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2211 South 47th Street, Phoenix, Arizona
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85034 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (480) 643-2000
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On August 11, 2010, Avnet, Inc. issued a press release announcing its fourth quarter and year-end
results of operations for fiscal 2010 ended July 3, 2010. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Current Report on Form 8-K and the Exhibit attached hereto is being
furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act
of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of 1933 except as shall
be expressly set forth in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following materials are attached as exhibits to this Current Report on Form 8-K:
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Exhibit |
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Number |
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Description |
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99.1
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Press Release, dated August 11, 2010. |
SIGNATURES
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 hereunto duly authorized.
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Date: August 11, 2010 |
AVNET, INC. Registrant
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By: |
/s/ Raymond Sadowski
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Name: |
Raymond Sadowski |
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Title: |
Senior Vice President and Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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99.1
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Press Release, dated August 11, 2010. |
Exhibit 99.1
Exhibit 99.1
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Avnet, Inc. |
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2211 South 47th Street |
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Phoenix, AZ 85034 |
PRESS RELEASE
Avnet, Inc. Reports Fourth Quarter and Fiscal Year 2010 Results
Record quarterly revenue, EPS and returns
Phoenix, August 11, 2010 Avnet, Inc. (NYSE:AVT) today announced results for the fourth quarter
and fiscal year 2010 ended July 3, 2010.
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Three Months Ended |
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July 3, |
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June 27, |
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Net |
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2010 |
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2009 |
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Change |
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$ in millions, except per share data |
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Sales |
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$ |
5,213.8 |
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$ |
3,765.4 |
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38.5 |
% |
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GAAP Operating Income (Loss) |
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$ |
217.1 |
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$ |
(20.5 |
) |
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Adjusted Operating Income (1) |
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$ |
217.1 |
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$ |
85.3 |
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154.6 |
% |
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GAAP Net Income (Loss) |
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$ |
141.1 |
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$ |
(30.9 |
) |
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Adjusted Net Income (1) |
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$ |
141.1 |
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$ |
48.0 |
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194.1 |
% |
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GAAP Diluted EPS |
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$ |
0.92 |
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$ |
(0.20 |
) |
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Adjusted Diluted EPS (1) |
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$ |
0.92 |
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$ |
0.32 |
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187.5 |
% |
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(1) |
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A reconciliation of non-GAAP financial measures to GAAP financial measures is presented in the
Non-GAAP Financial Information section in this press release. |
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Sales for the quarter ended July 3, 2010 increased 38.5% year over year to a record $5.21
billion; pro forma revenue (as defined later in this release) was up 37.2% year over year |
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Adjusted operating income increased 154.6%, four times faster than revenue growth, to
$217.1 million and 4.2% of sales, up 190 basis points year over year |
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Adjusted diluted earnings per share was a record $0.92 and increased 187.5% over prior year
adjusted diluted earnings per share. |
Roy Vallee, Chairman and Chief Executive Officer, commented, The V shaped cyclical recovery in
the technology markets we serve continued this quarter with strong top line performance across both
groups and all regions, resulting in 38.5% year-over-year growth and record revenue. The
combination of record revenue, gross profit margin expansion and productivity gains drove operating
income margin up sequentially and year over year at both operating groups with the EMEA region
delivering the most significant improvement. Our value-based management discipline, which connects
margins with working capital velocity throughout our business, resulted
in return on working capital (ROWC) and return on capital employed (ROCE) above our stated
financial targets. We enter fiscal 2011 prepared to build on our performance in fiscal 2010 as we
begin to integrate the three acquisitions completed in July that we expect will produce at least a
12.5% return on capital employed and create shareholder value.
1
Avnet Electronics Marketing Results
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Year over Year Growth Rates |
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Q410 |
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Reported |
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Pro forma |
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Revenue |
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Revenue |
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Revenue (2) |
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(in millions) |
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Total |
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$ |
3,124.9 |
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46.9 |
% |
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Excluding FX (1) |
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49.6 |
% |
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Americas |
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$ |
989.4 |
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39.5 |
% |
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EMEA |
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$ |
1,039.5 |
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50.0 |
% |
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Excluding FX (1) |
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58.7 |
% |
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Asia |
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$ |
1,096.0 |
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51.2 |
% |
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Q410 |
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Q409 |
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Change |
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Operating Income |
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$ |
173.8 |
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$ |
57.1 |
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$ |
116.7 |
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Operating Income Margin |
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5.56 |
% |
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2.69 |
% |
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287 bps |
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(1) |
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Year over year revenue growth rate
excluding the impact of changes in foreign
currency exchange rates. |
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(2) |
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Pro forma growth rates are not
presented as EM revenue comparisons to prior
year were not impacted by acquisitions. |
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Record sales of $3.12 billion were up 46.9% year over year and up 49.6% in constant
currency |
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Gross profit margin improved sequentially and year over year in all three regions |
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Operating income margin improved sequentially and year over year in all three regions |
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ROWC was up 485 basis points sequentially and 2,161 basis points year over year above our
stated target |
Mr. Vallee added, The demand for electronic components remained strong across all three regions as
better-than-normal sequential growth resulted in year-over-year revenue growth of 47% this quarter,
establishing a new record for EM. Gross profit margin improved sequentially and year over year in
all three regions with the largest improvement in the EMEA region where gross profit margin
increased over 100 basis points sequentially. Operating income margin improved sequentially for
the fourth consecutive quarter, reaching 5.6% for the first time in two years. With operating
income margin at the high end of its target range and record working capital velocity, Electronic
Marketings ROWC increased over 2,100 basis points year over year with all three regions above our
stated targets. Bookings remained strong with the book to bill ratio continuing at well over 1.1 to
1 which would indicate that supply has still not caught up with demand throughout the industry.
2
Avnet Technology Solutions Results
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Year over Year Growth Rates |
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Q410 |
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Reported |
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Pro forma |
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Revenue |
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Revenue |
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Revenue |
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(in millions) |
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Total |
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$ |
2,088.9 |
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27.5 |
% |
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24.8 |
% |
Excluding FX (1) |
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28.6 |
% |
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25.9 |
% |
Americas |
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$ |
1,286.9 |
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26.7 |
% |
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EMEA |
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$ |
534.6 |
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15.0 |
% |
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13.8 |
% |
Excluding FX (1) |
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21.0 |
% |
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19.7 |
% |
Asia |
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$ |
267.4 |
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70.0 |
% |
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42.2 |
% |
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Q410 |
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Q409 |
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Change |
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Operating Income |
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$ |
62.2 |
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$ |
41.2 |
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$ |
21.0 |
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Operating Income Margin |
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2.98 |
% |
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2.52 |
% |
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46 bps |
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(1) |
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Year over year revenue growth rate
excluding the impact of changes in
foreign currency exchange rates. |
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Sales grew double digits year over year for the third consecutive quarter |
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All three regions grew at a double digit rate year over year |
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Growth was driven by servers, storage and networking products |
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Operating income margin increased 31 basis points sequentially and 46 basis points year
over year |
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Return on working capital was up 844 basis points over the year-ago quarter and was well
above our stated target |
Mr. Vallee further added, The technology refresh cycle that has been driving better-than-normal
seasonal growth continued this quarter as TS pro forma revenue grew 10% sequentially and 25% year
over year. In the Americas region, year-over-year growth rates accelerated for the third
consecutive quarter while EMEA surged well into positive territory in constant currency for the
first time this fiscal year. Excluding the impact of foreign currency, the TS EMEA team grew pro
forma revenue 8% sequentially and nearly 20% year over year while delivering significant
improvements in operating income margin. At a product level, server growth was particularly strong
this quarter as revenue increased over 30% sequentially and 29% year over year. TS global generated
economic profits every quarter this fiscal year with return on working capital above our stated
targets while we improved our performance in EMEA and continued to invest and grow our business in
Asia.
Cash Flow
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Cash generated from operations was $124 million for the quarter due to strong profits and
working capital velocity |
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Cash used for operations for the full fiscal year was $30 million despite annual sales
growth of 18% |
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In June 2010, the Company issued $300.0 million of 5.875% Notes due June 15, 2020 and
received proceeds of $296.5 million, net of discount and underwriting fees |
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Cash and cash equivalents at the end of the quarter was $1.1 billion; net debt (total debt
less cash and cash equivalents) was $188 million |
Ray Sadowski, Chief Financial Officer, stated, We had a strong quarter of cash generation as
adjusted operating income grew 24% sequentially and working capital velocity remained near record
levels, thereby driving cash flow from operations to $124 million for the quarter. For the year, we
used only $30 million of cash for operations even though sales grew 18%. This was due to the strong
performance by our team as we improved working capital velocity by 33% year over year to a record
7.8X. We ended the quarter with $1.9 billion in liquidity (cash plus availability under our credit
facilities) to support continued profitable organic and M&A growth of which roughly $600
million
was used to fund the three acquisitions we completed in July, including the repayment of certain
debt assumed with the acquisitions.
3
Fiscal 2010 Full Year Results
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Full Year Ended |
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July 3, |
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June 27, |
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Net |
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2010 |
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2009 |
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Change |
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$ in millions, except per share data |
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Sales |
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$ |
19,160.2 |
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$ |
16,229.9 |
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18.1 |
% |
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GAAP Operating Income (Loss) |
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$ |
635.6 |
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$ |
(1,019.0 |
) |
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Adjusted Operating Income (1) |
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$ |
661.0 |
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$ |
491.2 |
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34.6 |
% |
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GAAP Net Income (Loss) |
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$ |
410.4 |
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$ |
(1,129.7 |
) |
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Adjusted Net Income (1) |
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$ |
424.6 |
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$ |
289.4 |
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46.7 |
% |
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GAAP Diluted EPS |
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$ |
2.68 |
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$ |
(7.49 |
) |
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Adjusted Diluted EPS (1) |
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$ |
2.77 |
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$ |
1.92 |
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44.3 |
% |
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(1) |
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A reconciliation of non-GAAP financial measures to GAAP financial measures is presented in the
Non-GAAP Financial Information section in this press release. |
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Sales for the full year ended July 3, 2010 increased 18.1% year over year to $19.16 billion
and increased 17.5% year over year adjusted for the impact of changes in foreign currency
exchange rates; pro forma revenue was up 15.5% year over year |
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Adjusted operating income increased 34.6% to $661.0 million or 3.45% of sales, up 42 basis
points year over year |
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Adjusted diluted earnings per share of $2.77 increased 44.3% year over year; GAAP diluted
earnings per share was $2.68 |
Outlook For Fiscal 1st Quarter Ending on October 2, 2010
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EM sales are expected to be in the range of $3.35 billion to $3.65 billion and TS sales are
expected to be between $2.25 billion and $2.55 billion |
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Consolidated sales are forecasted to be between $5.60 billion and $6.20 billion |
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Adjusted diluted earnings per share (EPS) is expected to be in the range of $0.76 to
$0.84 per share |
The above EPS guidance does not include any potential restructuring charges or any charges related
to acquisitions and post-closing integration activities. In addition, the above guidance assumes
that the average Euro to U.S. Dollar currency exchange rate for the first quarter of fiscal 2011 is
$1.30 to 1.00. This compares with an average exchange rate of $1.43 to 1.00 in the first quarter
of fiscal 2010 and $1.27 to 1.00 in the fourth quarter of fiscal 2010.
Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These statements are based on managements current expectations and are subject to
uncertainty and changes in facts and circumstances. The forward-looking statements herein include
statements addressing future financial and operating results of Avnet and may include words such as
will, anticipate, expect, believe, and should, and other words and terms of similar
meaning in connection with any discussions of future operating or financial performance, business
prospects or market conditions. Actual results may vary materially from the expectations contained
in the forward-looking statements.
4
The following factors, among others, could cause actual results to differ materially from those
described in the forward-looking statements: the Companys ability to retain and grow market share
and to generate additional cash flow, risks associated with any acquisition activities and the
successful integration of acquired companies, any significant and unanticipated sales decline,
changes in business conditions and the economy in general, changes in market demand and pricing
pressures, any material changes in the allocation of product or product rebates by suppliers,
allocations of products by suppliers, other competitive and/or regulatory factors affecting the
businesses of Avnet generally.
More detailed information about these and other factors is set forth in Avnets filings with the
Securities and Exchange Commission, including the Companys reports on Form 10-K, Form 10-Q and
Form 8-K. Avnet is under no obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.
Non-GAAP Financial Information
In addition to disclosing financial results that are determined in accordance with generally
accepted accounting principles in the United States (GAAP), the Company also discloses in this
press release certain non-GAAP financial information including adjusted operating income, adjusted
net income and adjusted diluted earnings per share, as well as revenue adjusted for the impact of
acquisitions (pro forma revenue or organic revenue). Management believes pro forma revenue is
a useful measure for evaluating current period performance as compared with prior periods and for
understanding underlying trends.
Management believes that operating income adjusted for restructuring, integration and other items
is a useful measure to help investors better assess and understand the Companys operating
performance, especially when comparing results with previous periods or forecasting performance for
future periods, primarily because management views the excluded items to be outside of Avnets
normal operating results. Management analyzes operating income without the impact of these items
as an indicator of ongoing margin performance and underlying trends in the business. Management
also uses these non-GAAP measures to establish operational goals and, in some cases, for measuring
performance for compensation purposes.
Management believes net income and EPS adjusted for the impact of the items described above is
useful to investors because it provides a measure of the Companys net profitability on a more
comparable basis to historical periods and provides a more meaningful basis for forecasting future
performance. Additionally, because of managements focus on generating shareholder value, of which
net profitability is a primary driver, management believes net income and EPS excluding the impact
of these items provides an important measure of the Companys net results of operations for the
investing public. However, analysis of results and outlook on a non-GAAP basis should be used as a
complement to, and in conjunction with, data presented in accordance with GAAP.
Fiscal Year 2010
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Fiscal Year Ended 2010 |
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Diluted |
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Op Income |
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Pre-tax |
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Net Income |
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EPS |
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$ in thousands, except per share data |
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GAAP results |
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$ |
635,600 |
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$ |
585,083 |
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$ |
410,370 |
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$ |
2.68 |
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Restructuring, integration and other |
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25,419 |
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25,419 |
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18,789 |
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0.12 |
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Gain on sale of assets |
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(8,751 |
) |
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(5,370 |
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(0.03 |
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Net reduction in tax reserves |
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842 |
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0.01 |
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Total adjustments |
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25,419 |
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16,668 |
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14,261 |
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0.09 |
(1) |
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Adjusted results |
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$ |
661,019 |
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$ |
601,751 |
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$ |
424,631 |
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$ |
2.77 |
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(1) |
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EPS does not foot due to rounding. |
5
Items impacting the full fiscal year 2010 consisted of the following:
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restructuring, integration and other charges of $25.4 million pre-tax, of which $18.9
million pre-tax related to the Companys previously announced cost reduction actions and
integration of businesses, $6.5 million pre-tax for a value-added tax exposure in Europe, $3.2
million of acquisition-related costs and a credit of $3.2 million related to the reversal of
restructuring reserves established in prior periods; |
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a gain of $8.8 million pre-tax associated with the prior sale of its equity investment in
Calence LLC; and |
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a net increase in taxes of $0.8 million related to adjustments for prior year tax returns
and additional tax reserves, net of a benefit from a favorable income tax audit settlement. |
Fourth Quarter and Fiscal Year 2009
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Fourth Quarter Ended Fiscal 2009 |
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Fiscal Year Ended 2009 |
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Diluted |
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Diluted |
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Op Income |
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Pre-tax |
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Net Income |
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EPS |
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|
Op Income |
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Pre-tax |
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|
Net Income |
|
|
EPS |
|
|
|
$ in thousands, except per share data |
|
GAAP results (1) |
|
$ |
(20,534 |
) |
|
$ |
(24,220 |
) |
|
$ |
(30,878 |
) |
|
$ |
(0.20 |
) |
|
$ |
(1,018,998 |
) |
|
$ |
(1,094,968 |
) |
|
$ |
(1,129,712 |
) |
|
$ |
(7.49 |
) |
Impairment charges |
|
|
62,282 |
|
|
|
62,282 |
|
|
|
62,282 |
|
|
|
0.41 |
|
|
|
1,411,127 |
|
|
|
1,411,127 |
|
|
|
1,376,983 |
|
|
|
9.13 |
|
Restructuring, integration and other |
|
|
43,523 |
|
|
|
43,523 |
|
|
|
25,304 |
|
|
|
0.17 |
|
|
|
99,342 |
|
|
|
99,342 |
|
|
|
65,310 |
|
|
|
0.43 |
|
Gain on sale of assets |
|
|
|
|
|
|
(14,318 |
) |
|
|
(8,727 |
) |
|
|
(0.06 |
) |
|
|
|
|
|
|
(14,318 |
) |
|
|
(8,727 |
) |
|
|
(0.06 |
) |
Net reduction in tax reserves |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21,672 |
) |
|
|
(0.14 |
) |
Retrospective application of accounting standard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(291 |
) |
|
|
11,894 |
|
|
|
7,250 |
|
|
|
0.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total adjustments |
|
|
105,805 |
|
|
|
91,487 |
|
|
|
78,859 |
|
|
|
0.52 |
|
|
|
1,510,178 |
|
|
|
1,508,045 |
|
|
|
1,419,144 |
|
|
|
9.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted results |
|
$ |
85,271 |
|
|
$ |
67,267 |
|
|
$ |
47,981 |
|
|
$ |
0.32 |
|
|
$ |
491,180 |
|
|
$ |
413,077 |
|
|
$ |
289,432 |
|
|
$ |
1.92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
As adjusted for the retrospective application of an accounting standard. |
Items impacting fourth quarter of fiscal 2009 consisted of the following:
|
|
goodwill impairment charges of $62.3 million pre-tax as a result of the Companys annual
impairment test performed in the fourth quarter of fiscal 2009; |
|
|
|
restructuring, integration and other items of $46.7 million pre-tax related to the
Companys previously announced cost reduction actions and integration of businesses, offset by
income of $3.2 million pre-tax related to acquisition adjustments recognized after the end of
the allocation period; and |
|
|
|
a gain of $14.3 million pre-tax associated with the prior sale of its equity investment in
Calence LLC. |
Items impacting the full fiscal year 2009 consisted of the following:
|
|
goodwill and intangible asset impairment charges of $1.41 billion pre-tax as a result of an
interim impairment test performed during the second quarter of fiscal 2009 as well as an
additional goodwill impairment charge recorded during the fourth quarter due to the global
economic downturn; |
|
|
|
restructuring, integration and other items of $99.3 million pre-tax consisting of $93.6
million pre-tax related to the Companys previously announced cost reduction actions and
integration of businesses, loss on investments of $3.1 million pre-tax, incremental intangible
amortization of $3.8 million pre-tax and income of $1.2 million pre-tax related to acquisition
adjustments recognized after the end of the allocation period; |
|
|
|
a gain of $14.3 million pre-tax associated with the prior sale of its equity investment in
Calence LLC; |
|
|
|
a net tax benefit of $21.7 million primarily related to the settlement of income tax audits
in Europe; and |
|
|
|
an incremental charge of $11.9 million pre-tax, primarily non-cash interest expense,
related to the retrospective application of an accounting standard which changed the
accounting for convertible debt that may be settled in cash (see Notes to the Consolidated
Statements of Operations beginning on page 13 of this press release for further information). |
6
Pro Forma (Organic) Revenue
Pro forma or Organic revenue is defined as revenue adjusted for the impact of acquisitions to
include the revenue recorded by these businesses as if the acquisitions had occurred at the
beginning of fiscal 2009. Revenue adjusted for this impact is presented in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
Acquisition |
|
|
Pro forma |
|
|
|
as Reported |
|
|
Revenue |
|
|
Revenue |
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1 Fiscal 2010 |
|
$ |
4,355,036 |
|
|
$ |
42,422 |
|
|
$ |
4,397,458 |
|
Q2 Fiscal 2010 |
|
|
4,834,524 |
|
|
|
50,946 |
|
|
|
4,885,470 |
|
Q3 Fiscal 2010 |
|
|
4,756,786 |
|
|
|
25,761 |
|
|
|
4,782,547 |
|
Q4 Fiscal 2010 |
|
|
5,213,826 |
|
|
|
|
|
|
|
5,213,826 |
|
|
|
|
|
|
|
|
|
|
|
Fiscal year 2010 |
|
$ |
19,160,172 |
|
|
$ |
119,129 |
|
|
$ |
19,279,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1 Fiscal 2009 |
|
$ |
4,494,450 |
|
|
$ |
216,337 |
|
|
$ |
4,710,787 |
|
Q2 Fiscal 2009 |
|
|
4,269,178 |
|
|
|
184,362 |
|
|
|
4,453,540 |
|
Q3 Fiscal 2009 |
|
|
3,700,836 |
|
|
|
33,135 |
|
|
|
3,733,971 |
|
Q4 Fiscal 2009 |
|
|
3,765,432 |
|
|
|
35,868 |
|
|
|
3,801,300 |
|
|
|
|
|
|
|
|
|
|
|
Fiscal year 2009 |
|
$ |
16,229,896 |
|
|
$ |
469,702 |
|
|
$ |
16,699,598 |
|
|
|
|
|
|
|
|
|
|
|
Acquisition Revenue as presented in the preceding table includes the following acquisitions:
|
|
|
|
|
Acquired Business |
|
Operating Group |
|
Acquisition Date |
Ontrack Solutions Pvt. Ltd.
|
|
TS
|
|
July 2008 |
Nippon Denso Industry Co., Ltd.
|
|
EM
|
|
December 2008 |
Abacus Group plc
|
|
EM
|
|
January 2009 |
Vanda Group
|
|
TS
|
|
October 2009 |
Sunshine Joint Stock Company
|
|
TS
|
|
November 2009 |
PT Datamation
|
|
TS
|
|
April 2010 |
Servodata HP Division
|
|
TS
|
|
April 2010 |
Teleconference Webcast and Upcoming Events
Avnet will host a Webcast of its quarterly teleconference today at 2:00 p.m. Eastern Time. The
live Webcast event, as well as other financial information including financial statement
reconciliations of GAAP and non-GAAP financial measures, will be available through
www.ir.avnet.com. Please log onto the site 15 minutes prior to the start of the event to register
or download any necessary software. An archive copy of the presentation will also be available
after the Webcast.
For a listing of Avnets upcoming events and other information, please visit Avnets investor
relations website at www.ir.avnet.com.
About Avnet
Avnet, Inc. (NYSE:AVT) is one of the largest distributors of electronic components, computer
products and embedded technology serving customers in more than 70 countries worldwide. Avnet
accelerates its partners success by connecting the worlds leading technology suppliers with a
broad base of more than 100,000 customers by providing cost-effective, value-added services and
solutions. For the fiscal year ended July 3, 2010, Avnet generated revenue of $19.16 billion. For
more information, visit www.avnet.com. (AVT_IR)
Investor Relations Contact:
Avnet, Inc.
Vincent Keenan
Investor Relations
(480) 643-7053
investorrelations@avnet.com
7
AVNET, INC.
FINANCIAL HIGHLIGHTS
(MILLIONS EXCEPT PER SHARE DATA)
|
|
|
|
|
|
|
|
|
|
|
FOURTH QUARTERS ENDED |
|
|
|
JULY 3, |
|
|
JUNE 27, |
|
|
|
2010 * |
|
|
2009 * |
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
5,213.8 |
|
|
$ |
3,765.4 |
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
200.2 |
|
|
|
(24.2 |
) |
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
141.1 |
|
|
|
(30.9 |
) |
|
|
|
|
|
|
|
|
|
Net income (loss) per share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.93 |
|
|
|
($0.20 |
) |
Diluted |
|
$ |
0.92 |
|
|
|
($0.20 |
) |
|
|
|
|
|
|
|
|
|
|
|
FISCAL YEARS ENDED |
|
|
|
JULY 3, |
|
|
JUNE 27, |
|
|
|
2010 * |
|
|
2009 * |
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
19,160.2 |
|
|
$ |
16,229.9 |
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
585.1 |
|
|
|
(1,095.0 |
) |
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
410.4 |
|
|
|
(1,129.7 |
) |
|
|
|
|
|
|
|
|
|
Net income (loss) per share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
2.71 |
|
|
|
($7.49 |
) |
Diluted |
|
$ |
2.68 |
|
|
|
($7.49 |
) |
|
|
|
* |
|
See Notes to Consolidated
Statements of Operations on Page
13. |
8
AVNET, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(THOUSANDS EXCEPT PER SHARE DATA)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOURTH QUARTERS ENDED |
|
|
FISCAL YEARS ENDED |
|
|
|
JULY 3, |
|
|
JUNE 27, |
|
|
JULY 3, |
|
|
JUNE 27, |
|
|
|
2010 |
|
|
2009 * |
|
|
2010 * |
|
|
2009 * |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
5,213,826 |
|
|
$ |
3,765,432 |
|
|
$ |
19,160,172 |
|
|
$ |
16,229,896 |
|
Cost of sales |
|
|
4,568,024 |
|
|
|
3,322,588 |
|
|
|
16,879,955 |
|
|
|
14,206,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
645,802 |
|
|
|
442,844 |
|
|
|
2,280,217 |
|
|
|
2,022,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
expenses |
|
|
428,709 |
|
|
|
357,573 |
|
|
|
1,619,198 |
|
|
|
1,531,522 |
|
Impairment charges (Note 1 *) |
|
|
|
|
|
|
62,282 |
|
|
|
|
|
|
|
1,411,127 |
|
Restructuring, integration and
other charges (Note 2 *) |
|
|
|
|
|
|
43,523 |
|
|
|
25,419 |
|
|
|
99,342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
217,093 |
|
|
|
(20,534 |
) |
|
|
635,600 |
|
|
|
(1,018,998 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (expense) income, net |
|
|
(1,101 |
) |
|
|
(3,426 |
) |
|
|
2,480 |
|
|
|
(11,622 |
) |
Interest expense (Note 3 *) |
|
|
(15,823 |
) |
|
|
(14,578 |
) |
|
|
(61,748 |
) |
|
|
(78,666 |
) |
Gain on sale of assets (Note 4 *) |
|
|
|
|
|
|
14,318 |
|
|
|
8,751 |
|
|
|
14,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
200,169 |
|
|
|
(24,220 |
) |
|
|
585,083 |
|
|
|
(1,094,968 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision (Note 5 *) |
|
|
59,050 |
|
|
|
6,658 |
|
|
|
174,713 |
|
|
|
34,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
141,119 |
|
|
|
($30,878 |
) |
|
$ |
410,370 |
|
|
|
($1,129,712 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.93 |
|
|
|
($0.20 |
) |
|
$ |
2.71 |
|
|
|
($7.49 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.92 |
|
|
|
($0.20 |
) |
|
$ |
2.68 |
|
|
|
($7.49 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used to compute earnings
(loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
151,958 |
|
|
|
151,161 |
|
|
|
151,629 |
|
|
|
150,898 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
153,576 |
|
|
|
151,161 |
|
|
|
153,093 |
|
|
|
150,898 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
See Notes to Consolidated Statements of Operations on Page 13. |
9
AVNET, INC.
CONSOLIDATED BALANCE SHEETS
(THOUSANDS)
|
|
|
|
|
|
|
|
|
|
|
JULY 3, |
|
|
JUNE 27, |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1,092,102 |
|
|
$ |
943,921 |
|
Receivables, net |
|
|
3,574,541 |
|
|
|
2,618,697 |
|
Inventories |
|
|
1,812,766 |
|
|
|
1,411,755 |
|
Prepaid and other current assets |
|
|
150,759 |
|
|
|
169,879 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
6,630,168 |
|
|
|
5,144,252 |
|
Property, plant and equipment, net |
|
|
302,583 |
|
|
|
305,682 |
|
Goodwill |
|
|
566,309 |
|
|
|
550,118 |
|
Other assets |
|
|
283,322 |
|
|
|
273,464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
7,782,382 |
|
|
|
6,273,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less liabilities: |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Borrowings due within one year |
|
|
36,549 |
|
|
|
23,294 |
|
Accounts payable |
|
|
2,862,290 |
|
|
|
1,957,993 |
|
Accrued expenses and other |
|
|
540,776 |
|
|
|
474,573 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
3,439,615 |
|
|
|
2,455,860 |
|
Long-term debt |
|
|
1,243,681 |
|
|
|
946,573 |
|
Other long-term liabilities |
|
|
89,969 |
|
|
|
110,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
4,773,265 |
|
|
|
3,512,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
$ |
3,009,117 |
|
|
$ |
2,760,857 |
|
|
|
|
|
|
|
|
10
AVNET, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(THOUSANDS)
|
|
|
|
|
|
|
|
|
|
|
FISCAL YEARS ENDED |
|
|
|
JULY 3, |
|
|
JUNE 27, |
|
|
|
2010 |
|
|
2009 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
410,370 |
|
|
|
($1,129,712 |
) |
|
|
|
|
|
|
|
|
|
Non-cash and other reconciling items: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
60,643 |
|
|
|
65,781 |
|
Deferred income taxes |
|
|
46,424 |
|
|
|
(92,787 |
) |
Stock-based compensation |
|
|
28,363 |
|
|
|
18,269 |
|
Impairment charges |
|
|
|
|
|
|
1,411,127 |
|
Gain on sale of assets |
|
|
(8,751 |
) |
|
|
(14,318 |
) |
Other, net |
|
|
15,385 |
|
|
|
38,414 |
|
|
|
|
|
|
|
|
|
|
Changes in (net of effects from businesses acquired): |
|
|
|
|
|
|
|
|
Receivables |
|
|
(1,070,302 |
) |
|
|
709,908 |
|
Inventories |
|
|
(459,917 |
) |
|
|
483,453 |
|
Accounts payable |
|
|
963,332 |
|
|
|
(375,509 |
) |
Accrued expenses and other, net |
|
|
(15,962 |
) |
|
|
3,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows (used for) provided by
operating activities |
|
|
(30,415 |
) |
|
|
1,118,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Issuance of notes in public offerings, net of issuance costs |
|
|
296,469 |
|
|
|
|
|
Repayment of notes |
|
|
|
|
|
|
(300,000 |
) |
Repayment of bank debt, net |
|
|
(1,732 |
) |
|
|
(90,444 |
) |
Repayment of other debt, net |
|
|
(2,803 |
) |
|
|
(16,361 |
) |
Other, net |
|
|
4,838 |
|
|
|
1,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows provided by (used for)
financing activities |
|
|
296,772 |
|
|
|
(405,241 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchases of property, plant, and equipment |
|
|
(66,888 |
) |
|
|
(110,219 |
) |
Cash proceeds from sales of property, plant and
equipment |
|
|
12,015 |
|
|
|
13,157 |
|
Acquisitions and investments, net of cash acquired |
|
|
(69,333 |
) |
|
|
(314,941 |
) |
Cash proceeds from divestiture activities |
|
|
11,785 |
|
|
|
14,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows used for investing activities |
|
|
(112,421 |
) |
|
|
(397,685 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rates on cash and cash equivalents |
|
|
(5,755 |
) |
|
|
(11,637 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
- increase |
|
|
148,181 |
|
|
|
303,472 |
|
- at beginning of period |
|
|
943,921 |
|
|
|
640,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- at end of period |
|
$ |
1,092,102 |
|
|
$ |
943,921 |
|
|
|
|
|
|
|
|
11
AVNET, INC.
SEGMENT INFORMATION
(MILLIONS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOURTH QUARTERS ENDED |
|
|
FISCAL YEARS ENDED |
|
|
|
JULY 3, |
|
|
JUNE 27, |
|
|
JULY 3, |
|
|
JUNE 27, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SALES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronics Marketing |
|
$ |
3,124.9 |
|
|
$ |
2,127.4 |
|
|
$ |
10,966.8 |
|
|
$ |
9,192.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technology Solutions |
|
|
2,088.9 |
|
|
|
1,638.0 |
|
|
|
8,193.4 |
|
|
|
7,037.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
5,213.8 |
|
|
$ |
3,765.4 |
|
|
$ |
19,160.2 |
|
|
$ |
16,229.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME (LOSS): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronics Marketing |
|
$ |
173.8 |
|
|
$ |
57.1 |
|
|
$ |
491.6 |
|
|
$ |
354.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technology Solutions |
|
|
62.2 |
|
|
|
41.2 |
|
|
|
251.7 |
|
|
|
201.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate |
|
|
(18.9 |
) |
|
|
(13.0 |
) |
|
|
(82.3 |
) |
|
|
(64.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
217.1 |
|
|
|
85.3 |
|
|
|
661.0 |
|
|
|
491.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment charges |
|
|
|
|
|
|
(62.3 |
) |
|
|
|
|
|
|
(1,411.1 |
) |
Restructuring, integration and
other charges |
|
|
|
|
|
|
(43.5 |
) |
|
|
(25.4 |
) |
|
|
(99.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
217.1 |
|
|
|
($20.5 |
) |
|
$ |
635.6 |
|
|
|
($1,019.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
12
AVNET, INC.
NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS
FOURTH QUARTER AND FISCAL YEAR 2010
(1) The Company recognized impairment charges of $62,282,000 pre- and after tax and $0.41 per share
in the fourth quarter of fiscal 2009 and $1,411,127,000 pre-tax, $1,376,983,000 after tax and $9.13
per share for the full fiscal year 2009.
In the second quarter of fiscal 2009, due to a steady decline in the Companys market
capitalization primarily related to the global economic downturn, the Company determined an interim
impairment test was necessary. Based on the test results, the Company recognized a non-cash
goodwill impairment charge of $1,317,452,000 pre-tax, $1,283,308,000 after tax and $8.51 per share
to write off all goodwill related to its EM Americas, EM Asia, TS EMEA and TS Asia reporting units.
The Company also evaluated the recoverability of its long-lived assets at each of the four
reporting units where goodwill was deemed to be impaired. Based upon this evaluation, the Company
recognized a non-cash intangible asset impairment charge of $31,393,000 pre- and after tax and
$0.21 per share. The non-cash charges had no impact on the Companys compliance with debt
covenants, its cash flows or available liquidity, but did have a material impact on its
consolidated financial statements.
During the fourth quarter of fiscal 2009, the Company performed its annual goodwill impairment test
which indicated that three of its six reporting units, including EM Asia and TS EMEA, continued to
have fair values below their carrying values. As a result, the Company was required to recognize
the impairment of additional goodwill which arose subsequent to the second quarter of fiscal 2009
in the EM Asia and TS EMEA reporting units. Of the non-cash goodwill impairment charges of
$62,282,000 pre- and after tax and $0.41 per share recognized in the fourth quarter of fiscal 2009,
$41,433,000 related to the recently acquired business in Japan, which was assigned to the EM Asia
reporting unit. Accounting standards require goodwill from an acquisition to be assigned to a
reporting unit and also requires goodwill to be tested on a reporting unit level, not by individual
acquisition. As noted above, the fourth quarter annual impairment analysis indicated that the fair
value of the EM Asia reporting unit continued to be below its carrying value. As a result, the
goodwill from the acquisition was required to be impaired. The remaining $20,849,000 of the
impairment charges related to additional goodwill in the TS EMEA reporting unit primarily as a
result of final acquisition adjustments during the purchase price allocation period related to an
acquisition for which the goodwill had been fully impaired in the second quarter of fiscal 2009.
(2) Results for the full fiscal year 2010 included restructuring, integration and other charges
which totaled $25,419,000 pre-tax, $18,789,000 after tax and $0.12 per share on a diluted basis.
Restructuring costs of $15,991,000 pre-tax related to the remaining cost reductions that began in
fiscal 2009 and consisted of severance, facility exit costs and fixed asset write-downs associated
with the exited facilities. The Company also recognized $2,931,000 of integration costs associated
with acquired
businesses, $6,477,000 pre-tax for a value-added tax exposure in Europe related to an audit of
prior years, $3,261,000 of other charges including acquisition-related costs and a credit of
$3,241,000 related to the reversal of restructuring reserves established in prior periods.
13
Results for the fourth quarter of fiscal 2009 included restructuring, integration and other items
amounting to $43,523,000 pre-tax, $25,304,000 after tax and $0.17 per share. Restructuring and
integration charges of $46,720,000 pre-tax consisted primarily of severance and costs to exit
certain facilities related to the Companys previously announced cost reduction actions and also
included integration costs of recently acquired businesses. Other items included income of
$3,197,000 pre-tax related to acquisition adjustments recognized after the end of the purchase
price allocation period.
Results for the full fiscal year 2009 included restructuring, integration and other charges which
totaled $99,342,000 pre-tax, $65,310,000 after tax and $0.43 per share. Restructuring and
integration charges amounted to $93,622,000 pre-tax, loss on investments totaled $3,091,000 pre-tax
and other items included income of $1,201,000 pre-tax related to acquisition adjustments after the
purchase price allocation period. The Company recognized intangible asset amortization expense of
$3,830,000 related to the completion of the valuation of identifiable intangible assets for several
acquisitions which closed during the prior fiscal year.
(3) During fiscal 2010, the Company adopted authoritative guidance which changes the accounting
for convertible debt that may be settled in cash. Upon adoption, there was no impact to the fiscal
2010 consolidated financial statements because the Companys $300.0 million 2% Convertible Senior
Debentures, to which this standard applies, were extinguished in March of fiscal 2009. However,
due to the required retrospective application to prior periods through March 2009, the Company
adjusted prior year comparative financial statements which resulted in incremental pre-tax non-cash
interest expense of $12,185,000 in addition to the originally reported interest expense of
$66,481,000 for fiscal 2009 and recognized a reduction in pre-tax deferred financing amortization
cost of $291,000 for fiscal 2009 The total impact of the retrospective application on fiscal 2009
was incremental charges of $11,894,000 pre-tax, $7,250,000 after tax and $0.05 per share on a
diluted basis.
(4) In fiscal 2010 and 2009, the Company recognized a gain on sale of assets as a result of
certain earn-out provisions associated with the sale of the Companys prior equity investment in
Calence LLC. In fiscal 2010, the gain amounted to $8,751,000 pre-tax, $5,370,000 after tax and
$0.03 per share on a diluted basis. In the fourth quarter and fiscal year 2009, the gain amounted
to $14,318,000 pre-tax, $8,727,000 after tax and $0.06 per share.
(5) In fiscal 2010, the Company recognized a net increase in taxes of $842,000 and $0.01 per share
on a diluted basis, related to adjustments for prior year tax returns and additional tax reserves,
net of a benefit from a favorable income tax audit settlement.
During fiscal 2009, the Company recognized a net tax benefit of $21,672,000, or $0.14 per share,
primarily related to the settlement of income tax audits in Europe.
14