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)    April 28, 2016

AVNET, INC.
(Exact name of registrant as specified in its charter)

 

(480) 643-2000

(Registrant’s telephone number, including area code.)

N/A

(Former name and 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 (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13.e-4(c))

 

 

Item 2.02.Results of Operations and Financial Condition.

 

On April  28, 2016, Avnet, Inc. issued a press release announcing its third quarter results of operations for fiscal 2016.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Also attached is the CFO Review of Fiscal 2016 Third Quarter Results as Exhibit 99.2 and is incorporated by reference herein.

 

The information in this Current Report on Form 8-K and the exhibits attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall they 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:

 

 

 

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.

 

 

 

Exhibit 99.1

 

 

 

 

Avnet, Inc. Reports Third Quarter Fiscal Year 2016 Results

Earnings  Per Share in  Line with Expectations 

Strong Cash Flow from Operations

 

Phoenix, April 28, 2016 - Avnet, Inc. (NYSE:AVT) today announced results for the third quarter fiscal year 2016 ended April 2, 2016.

 

Q3 Fiscal 2016 Results

 

 

 

 

 

Rick Hamada, Chief Executive Officer, commented, “Our sequential revenue decline was slightly below our normal seasonality given an expected drop in high volume supply chain engagements in our Asia region of Electronics Marketing (EM) coupled with weaker than expected demand in certain legacy technologies at Technology Solutions (TS). These combined impacts led to an overall sequential revenue decline of approximately 10%.  Despite these elements of softness,  we did experience stronger than typical sequential gains in our western regions at EM and notable growth within areas of our TS portfolio. Enterprise gross profit margin increased 44 basis points year over year to 11.9% with contributions from both operating groups.  This improvement in gross profit margin was offset by the decline in revenue as adjusted operating income dollars declined 10.9% year over year and adjusted operating income margin decreased 10 basis points.  Given the overall trends through our March quarter, we have initiated incremental, focused expense management where we have gaps to our expectations while continuing to invest in clearly identified areas of current and future growth. With our strong competitive position at the center of the technology supply chain, we will continue to leverage our broad range of resources and financial strength in expanding new markets, including the Internet of Things, embedded solutions, and third platform technologies."

 

Avnet Electronics Marketing Results

 

 

 

 

 

Mr. Hamada added, “In our March quarter, seasonal growth in EM’s core business was offset by the expected decline in our select high volume supply chain engagements in Asia as EM global revenue declined 2% from the December quarter.  Revenue grew 17% and 6% sequentially in our EMEA and Americas regions, respectively, while our Asia region declined 18%.  In addition to strong sequential growth, our EM EMEA team grew revenue 9.4% year over year in constant

currency, which represents their 12th consecutive quarter of organic growth.  As a result of the typical seasonal Q3 growth in our western regions, EM’s operating income dollars grew 5.3% sequentially and operating income margin increased 30 basis points.  We were encouraged to see our book to bill ratio return to at or above parity for the quarter in all three regions. Our sequential increase in inventory was driven by investments in specific profitable growth opportunities and preparation for an ERP implementation in our Americas region. These investments coupled with the ongoing commitment to enhancing our digital platform, tools, and design resources will position us to grow faster than the markets we serve, leading to continued progress toward our financial targets.”

 

Avnet Technology Solutions Results

 

 

 

 

 

 

 

Mr. Hamada further added, "TS’ revenue came in at the low end of expectations as all three regions experienced weaker than expected demand in select areas of legacy data center products.  As a result, organic revenue decreased 14% year over year in constant currency with all three regions experiencing double digit declines.  Operating income declined 18.5% year over year and operating income margin was down 11 basis points as an increase in gross profit margin and a reduction in operating expenses offset some of the negative impact of the revenue decline. Given the increasing rate of decline in certain legacy technologies, we will be reducing annualized operating expenses by approximately $25 million, while continuing to redirect our investment into higher growth technologies. We are already seeing the benefits of existing investments as our All Flash Array storage business grew over 40% year over year and our converged infrastructure product offerings increased nearly 20%. Our recently introduced Avnet Cloud Marketplace, which offers a growing portfolio of solutions from cloud service providers, flexible payment options, and a powerful cloud

management toolset, is gaining traction with our partners as they and their customers embrace new consumption models to drive business results. With our accelerated investments in next generation technologies, we are confident we can optimize our portfolio to capitalize on second platform growth segments, as well as provide seamless support to our expanding community of partners for the transition to third platform technologies.”

 

Cash Flow and Return to Shareholders

 

 

Kevin Moriarty, Chief Financial Officer, stated, “We generated $213 million in cash flow from operations during our March quarter bringing our trailing twelve months total to $596 million. During the quarter, we repurchased $146 million of our shares and still have approximately $222 million remaining in our share repurchase program. We have returned approximately $400 million to shareholders through the first nine months of our fiscal year via our disciplined share repurchase and dividend programs. In addition, in the March quarter, we improved our capital structure with a well-received offering of $550 million of 4.625% ten-year notes. We ended the quarter with over $1 billion in cash, which when combined with our strong cash flow generation and credit facilities, provides us with ample liquidity to invest in profitable growth going forward.” 

 

Outlook for Fourth Quarter of Fiscal 2016 Ending on July 2, 2016

 

 

The above guidance excludes the amortization of intangibles and any potential restructuring, integration and other expenses. In addition, the above guidance assumes that the average U.S. Dollar to Euro currency exchange rate is $1.13 to €1.00. This compares with an average exchange rate of $1.11 to €1.00 in the fourth quarter of fiscal 2015.

 

Forward-Looking Statements

 

This document 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 management’s 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,” “intend,” “estimate,” “forecast,” “expect,” "feel," “believe,”, “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 differ materially from the expectations contained in the forward-looking statements.

 

The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the Company’s 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, an industry down-cycle in semiconductors, IT hardware or software products, declines in sales, 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, and other 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 Company’s reports on Form 10-K, Form 10-Q and Form 8-K. Except as required by law, 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 document certain non-GAAP financial information including adjusted operating income, adjusted operating expenses, adjusted net income and adjusted diluted earnings per share, as well as sales adjusted for the impact of acquisitions and other items (as defined in the Organic Sales section of this document). There are also references to the impact of foreign currency in the discussion of the Company’s results of operations. When the U.S. Dollar strengthens and the stronger exchange rates of the current year are used to translate the results of operations of Avnet’s subsidiaries denominated in foreign currencies, the resulting impact is a decrease in U.S. Dollars of reported results. Conversely, when the U.S. Dollar weakens and the weaker exchange rates of the current year are used to translate the results of operations of Avnet’s subsidiaries denominated in foreign currencies, the resulting impact is an increase in U.S. Dollars of reported results. In the discussion of the Company’s results of operations, results excluding this impact are referred to as “excluding the impact of changes in foreign currency exchange rates” or “constant currency.” Management believes organic sales and sales in constant currency are useful measures for evaluating current period performance as compared with prior periods and for understanding underlying trends. In order to determine the translation impact of changes in foreign currency exchange rates for sales, income or expense items, the Company adjusts the exchange rates used in current periods to be consistent with the exchange rates in effect during prior periods.

 

Management believes that operating income and operating expenses adjusted for (i) restructuring, integration and other expenses and (ii) amortization of acquired intangible assets and other, are useful measures to help investors better assess and understand the Company’s 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 Avnet’s normal operating results or non-cash in nature. Management analyzes operating income and operating expenses 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 many cases, for measuring performance for compensation purposes.

 

Additional non-GAAP metrics management uses are adjusted operating income margin, which is defined as adjusted operating income (as defined above) divided by sales and adjusted operating expense to gross profit ratio, which is defined as adjusted operating expenses (as defined above) divided by gross profit.

 

Management also believes net income and diluted EPS adjusted for (i) the impact of the items described above, (ii) certain items impacting other expense and (iii) certain items impacting income tax expense is useful to investors because it provides a measure of the Company’s net profitability on a more comparable basis to historical periods and provides a more meaningful basis for forecasting future performance. Additionally, because of management’s focus on generating shareholder value, of which net profitability is a primary driver, management believes net income and diluted EPS excluding the impact of these items provides an important measure of the Company’s net profitability for the investing public.

 

Other metrics management monitors in its assessment of business performance include return on working capital (ROWC), return on capital employed (ROCE) and working capital velocity (WC velocity).

 

 

 

 

Any analysis of results and outlook on a non-GAAP basis should be used as a complement to, and in conjunction with, results presented in accordance with GAAP.

 

Fiscal 2016

 

* Does not foot due to rounding

 

 

 

 

Fiscal 2015

 

* Does not foot due to rounding

 

 

Organic Sales

 

Organic sales is defined as reported sales adjusted for the impact of more than insignificant acquisitions and divestitures by adjusting Avnet’s prior periods to include the sales of acquired businesses and exclude the sales of divested businesses as if the acquisitions and divestitures had occurred at the beginning of the earliest period presented. In addition, fiscal 2016 sales are adjusted for the estimated impact of the extra week of sales in the first quarter of fiscal 2016 due to it being a 14-week quarter and 53-week fiscal year. Organic sales in constant currency is defined as organic sales (as defined above) excluding the impact of changes in foreign currency exchange rates as discussed above.

 

The following tables present the reconciliation of reported sales to organic sales for the third quarter and first nine months of fiscal 2016 and fiscal 2015.

 

 

 

 

 

 

 

ROWC, ROCE and WC Velocity

 

The following tables (in thousands) presents the calculation for ROWC, ROCE and WC velocity.

 

 

 

 

Teleconference and Upcoming Events

 

Avnet will host a quarterly teleconference today at 2:00 p.m. Eastern Time. Financial information including financial statement reconciliations of GAAP to 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 teleconference will also be available after the call.

 

For a listing of Avnet’s upcoming events and other information, please visit Avnet’s investor relations website at www.ir.avnet.com.

 

About Avnet

 

From components to cloud and design to disposal, Avnet, Inc. (NYSE: AVT) accelerates the success of customers who build, sell and use technology globally by providing them with a comprehensive portfolio of innovative products, services and solutions. Avnet is a Fortune 500 company with revenues of $27.9 billion in fiscal year 2015. For more information, visit www.avnet.com. (AVT_IR)

 

Investor Relations Contact

Avnet, Inc.

Vincent Keenan

Investor Relations

(480) 643-7053

investorrelations@avnet.com