SEC Filing | Avnet, Inc.

First Quarters Ended

October 3, 2020

September 28, 2019

Operating Lease Term and Discount Rate

Weighted-average remaining lease term in years

Weighted-average discount rate

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 3, 2020

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File #1-4224

AVNET, INC.

(Exact name of registrant as specified in its charter)


New York				11-1890605
(State or other jurisdiction				(IRS Employer
of incorporation or organization)				Identification No.)


2211 South 47th Street, Phoenix, Arizona		85034
(Address of principal executive offices)		(Zip Code)

(480) 643-2000

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

N/A

(Former name, former address and former fiscal year, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which registered:
Common stock, par value $1.00 per share	AVT	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes þ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☑		Accelerated Filer ☐
Non-accelerated Filer ☐		Smaller Reporting Company ☐
Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of October 21, 2020, the total number of shares outstanding of the registrant’s Common Stock was 98,829,336 shares, net of treasury shares.

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AVNET, INC. AND SUBSIDIARIES

INDEX

	Page No.
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets at October 3, 2020 and June 27, 2020	2

Consolidated Statements of Operations for the first quarters ended October 3, 2020 and September 28, 2019	3

Consolidated Statements of Comprehensive Income for the first quarters ended October 3, 2020 and September 28, 2019	4

Consolidated Statements of Shareholders’ Equity for the first quarters ended October 3, 2020 and September 28, 2019	5

Consolidated Statements of Cash Flows for the first quarters ended October 3, 2020 and September 28, 2019	6

Notes to Consolidated Financial Statements	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3. Quantitative and Qualitative Disclosures About Market Risk	28

Item 4. Controls and Procedures	28

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	29

Item 1A. Risk Factors	29

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 6. Exhibits	31

Signature Page	32

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PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements

AVNET, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)


	October 3,		June 27,
	2020		2020

	(Thousands, except share
	amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	483,056	$	477,038
Receivables		2,964,531		2,928,386
Inventories		2,944,673		2,731,988
Prepaid and other current assets		209,928		191,394
Total current assets		6,602,188		6,328,806
Property, plant and equipment, net		404,136		404,607
Goodwill		798,865		773,734
Intangible assets, net		47,448		65,437
Operating lease assets		288,669		275,917
Other assets		240,089		256,696
Total assets	$	8,381,395	$	8,105,197
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	166,992	$	51
Accounts payable		2,005,126		1,754,078
Accrued expenses and other		535,376		472,924
Short-term operating lease liabilities		58,912		53,313
Total current liabilities		2,766,406		2,280,366
Long-term debt		1,195,203		1,424,791
Long-term operating lease liabilities		262,850		253,719
Other liabilities		379,425		419,923
Total liabilities		4,603,884		4,378,799
Commitments and contingencies (Note 9)
Shareholders’ equity:
Common stock $1.00 par; authorized 300,000,000 shares; issued 98,843,595 shares and 98,792,542 shares, respectively		98,844		98,793
Additional paid-in capital		1,599,331		1,594,140
Retained earnings		2,367,720		2,421,845
Accumulated other comprehensive loss		(288,384)		(388,380)
Total shareholders’ equity		3,777,511		3,726,398
Total liabilities and shareholders’ equity	$	8,381,395	$	8,105,197

See notes to consolidated financial statements.

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AVNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	First Quarters Ended
	October 3,		September 28,
	2020		2019

	(Thousands, except per share amounts)
Sales	$	4,723,059	$	4,630,009
Cost of sales		4,206,979		4,086,170
Gross profit		516,080		543,839
Selling, general and administrative expenses		471,158		456,503
Restructuring, integration and other expenses		26,420		24,598
Operating income		18,502		62,738
Other (expense) income, net		(19,498)		4,931
Interest and other financing expenses, net		(22,301)		(33,631)
Income (loss) before taxes		(23,297)		34,038
Income tax benefit		(4,408)		(7,714)
Net (loss) income	$	(18,889)	$	41,752

Earnings (loss) per share:
Basic	$	(0.19)	$	0.40
Diluted	$	(0.19)	$	0.40

Shares used to compute earnings per share:
Basic		98,897		103,130
Diluted		98,897		104,377
Cash dividends paid per common share	$	0.21	$	0.21

See notes to consolidated financial statements.

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AVNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	First Quarters Ended
	October 3,		September 28,
	2020		2019

	(Thousands)
Net (loss) income	$	(18,889)	$	41,752
Other comprehensive income (loss), net of tax:
Foreign currency translation and other		90,373		(102,146)
Pension adjustments, net		9,623		3,813
Total comprehensive income (loss)	$	81,107	$	(56,581)

See notes to consolidated financial statements.

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AVNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)


									Accumulated
	Common		Common		Additional				Other		Total
	Stock-		Stock-		Paid-In		Retained		Comprehensive		Shareholders’
	Shares		Amount		Capital		Earnings		(Loss) Income		Equity

	(Thousands)
Balance, June 27, 2020		98,793	$	98,793	$	1,594,140	$	2,421,845	$	(388,380)	$	3,726,398
Net loss		—		—		—		(18,889)		—		(18,889)
Translation adjustments and other		—		—		—		—		90,373		90,373
Pension liability adjustments, net		—		—		—		—		9,623		9,623
Cash dividends		—		—		—		(20,756)		—		(20,756)
Effects of new accounting principles, net		—		—		—		(14,480)		—		(14,480)
Stock-based compensation		51		51		5,191		—		—		5,242
Balance, October 3, 2020		98,844	$	98,844	$	1,599,331	$	2,367,720	$	(288,384)	$	3,777,511


									Accumulated
	Common		Common		Additional				Other		Total
	Stock-		Stock-		Paid-In		Retained		Comprehensive		Shareholders’
	Shares		Amount		Capital		Earnings		(Loss) Income		Equity

	(Thousands)
Balance, June 29, 2019		104,038	$	104,038	$	1,573,005	$	2,767,469	$	(304,039)	$	4,140,473
Net income		—		—		—		41,752		—		41,752
Translation adjustments and other		—		—		—		—		(102,146)		(102,146)
Pension liability adjustments, net		—		—		—		—		3,813		3,813
Cash dividends		—		—		—		(21,451)		—		(21,451)
Repurchases of common stock		(2,631)		(2,631)		—		(109,504)		—		(112,135)
Stock-based compensation		64		64		7,701		—		—		7,765
Balance, September 28, 2019		101,471	$	101,471	$	1,580,706	$	2,678,266	$	(402,372)	$	3,958,071

See notes to consolidated financial statements.

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AVNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	First Quarters Ended
	October 3,		September 28,
	2020		2019

	(Thousands)
Cash flows from operating activities:
Net (loss) income	$	(18,889)	$	41,752

Non-cash and other reconciling items:
Depreciation		21,845		24,669
Amortization		20,117		19,911
Amortization of operating lease assets		14,079		15,839
Deferred income taxes		6,614		(3,970)
Stock-based compensation		4,961		7,218
Asset impairment expense		15,166		—
Other, net		10,898		8,034
Changes in (net of effects from businesses acquired and divested):
Receivables		(7,116)		(6,703)
Inventories		(136,426)		(64,194)
Accounts payable		228,740		189,746
Accrued expenses and other, net		(37,545)		(36,660)
Net cash flows provided by operating activities		122,444		195,642

Cash flows from financing activities:
Borrowings under accounts receivable securitization, net		166,900		110,800
Repayments under senior unsecured credit facility, net		(234,190)		(1,100)
Repayments under bank credit facilities and other debt, net		(545)		(745)
Repurchases of common stock		—		(110,805)
Dividends paid on common stock		(20,756)		(21,451)
Other, net		281		548
Net cash flows used for financing activities		(88,310)		(22,753)

Cash flows from investing activities:
Purchases of property, plant and equipment		(19,998)		(29,864)
Acquisitions of assets		(18,700)		—
Other, net		753		(12,515)
Net cash flows used for investing activities		(37,945)		(42,379)

Effect of currency exchange rate changes on cash and cash equivalents		9,829		(12,507)

Cash and cash equivalents:
— increase		6,018		118,003
— at beginning of period		477,038		546,105
— at end of period	$	483,056	$	664,108

See notes to consolidated financial statements.

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AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Basis of presentation and new accounting pronouncements

In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all adjustments necessary to present fairly Avnet, Inc. and its consolidated subsidiaries’ (collectively, the “Company” or “Avnet”) financial position, results of operations, comprehensive income and cash flows. All such adjustments are of a normal recurring nature.

The preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Actual results may differ from these estimates and assumptions.

Interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year. The information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2020.

Certain reclassifications have been made in prior periods to conform to the current period presentation.

Fiscal year

The Company operates on a “52/53 week” fiscal year, and fiscal 2021 contains 53 weeks compared to fiscal 2020, which contained 52 weeks. As a result, the first quarter of fiscal 2021 ended October 3, 2020 contained 14 weeks compared to the first quarter of fiscal 2020 ended September 28, 2019, which contained 13 weeks.

Recently adopted accounting pronouncements

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) ("ASU No. 2018-15"). ASU No. 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop internal-use software. The adoption of ASU No. 2018-15 in the first quarter of fiscal 2021 did not have a material impact on its consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU No. 2016-13") and also issued subsequent amendments to the initial guidance: ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05, and ASU No. 2019-11 (collectively, Topic 326). Topic 326 revises the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. On June 28, 2020, the Company adopted Topic 326 using a modified retrospective approach with a cumulative effect adjustment to the opening balance of retained earnings, which increased the allowance for credit losses by $17.2 million ($14.5 million, net of tax of $2.7 million). Increases in the allowance for credit losses relate to the required change from an incurred loss model to an expected loss model, and the related change in timing of loss recognition where an allowance for credit losses is now applied at the time the asset, or pool of assets, is recognized.

Recently issued accounting pronouncements

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No. 2020-04”), which provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting. The new guidance provides optional

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AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform if certain criteria are met. This guidance is effective upon issuance through December 31, 2022. The Company is currently evaluating the potential effects of adopting the provisions of ASU No. 2020-04.

In January 2020, the FASB issued ASU No. 2020-01 - Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU No.2020-01”), which clarifies the interaction of the accounting for certain equity securities, equity method investments, and certain derivatives. ASU No. 2020-01 will be effective for the Company in the first quarter of fiscal 2022, and early adoption is permitted. The Company is currently evaluating the potential effects of adopting the provisions of ASU No. 2020-01.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740), (“ASU No. 2019-12”) which removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU No. 2019-12 will be effective for the Company in the first quarter of fiscal 2022, and early adoption is permitted. Depending on the amendment, adoption may be applied on a retrospective, modified retrospective or prospective basis. The Company is currently evaluating the potential effects of adopting the provisions of ASU No. 2019-12.

In August 2018, the FASB issued ASU No. 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU No. 2018-14”). The new guidance modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans, including removing certain previous disclosure requirements, adding certain new disclosure requirements, and clarifying certain other disclosure requirements. ASU No. 2018-14 will be effective for the Company in the first quarter of fiscal 2022, and early adoption is permitted. The Company’s planned adoption of ASU No. 2018-14 is not expected to have a material impact on the Company’s consolidated financial statements.

2. Summary of significant accounting policies

Except for the changes below, no material changes have been made to the Company’s significant accounting policies as disclosed in Note 1, Summary of Significant Accounting Policies, in its Annual Report on Form 10-K filed on August 14, 2020 for the year ended June 27, 2020.

Receivables – Receivables, predominately comprised of trade accounts and notes receivable, are reported at amortized cost, net of the allowance for credit losses in the consolidated balance sheets. The allowance for credit losses is a valuation account that is deducted from the receivables’ amortized cost basis to present the net amount expected to be collected. The Company estimates the allowance for credit losses using relevant available information about expected credit losses, including information about historical credit losses, past events, current conditions, and other factors which may affect the collectability of receivables. Adjustments to historical loss information are made for differences in current receivable-specific risk characteristics such as changes in customer behavior, economic and industry changes, or other relevant factors. Expected credit losses are estimated on a pooled basis, when similar risk characteristics exist.

3. Acquisitions

In the first quarter of fiscal 2021, the Company completed an asset acquisition. The impact of this asset acquisition was not material to the Company’s consolidated balance sheets or statements of operations.

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AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

4. Receivables

The Company’s receivables and allowance for credit losses were as follows:


	October 3,		June 27,
	2020		2020

	(In thousands)
Receivables	$	3,046,058	$	2,993,404
Allowance for Credit Losses		(81,527)		(65,018)

The Company had the following activity in the allowance for credit losses during the first quarter of fiscal 2021:


	October 3,
	2020
	(In thousands)
Balance at June 27, 2020	$	65,018
Effect of adoption of ASU No. 2016-12 (Note 1)		17,205
Credit Loss Provision		1,786
Credit Loss Recoveries		(126)
Write offs		(4,023)
Foreign Currency Effect and Other		1,667
Balance at October 3, 2020	$	81,527

5. Goodwill and intangible assets

Goodwill

The following table presents the change in goodwill by reportable segment for the three months ended October 3, 2020.


	Electronic
	Components		Farnell		Total

	(Thousands)
Carrying value at June 27, 2020 ⁽¹⁾	$	297,836	$	475,898	$	773,734
Foreign currency translation		6,606		18,525		25,131
Carrying value at October 3, 2020 ⁽¹⁾	$	304,442	$	494,423	$	798,865

(1)	Includes accumulated impairment of $1,045,110 from fiscal 2009, $181,440 from fiscal 2018, $137,396 from fiscal 2019 and $118,731 from fiscal 2020.

The Company evaluates each quarter if facts and circumstances indicate that it is more likely than not that the fair value of its reporting units is less than their carrying value, which would require the Company to perform an interim goodwill impairment test. Indicators the Company evaluates to determine whether an interim goodwill impairment test is necessary include, but are not limited to, (i) a sustained decrease in share price or market capitalization as of any fiscal quarter end, (ii) changes in macroeconomic or industry environments, (iii) the results of and the amount of time passed since the last goodwill impairment test and (iv) the long-term expected financial performance of its reporting units. During the first quarter of fiscal 2021, the Company concluded that an interim goodwill impairment test was not required.

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AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Intangible Assets

The following table presents the Company’s acquired intangible assets at October 3, 2020 and June 27, 2020, respectively.


	October 3, 2020						June 27, 2020
	Acquired		Accumulated		Net Book		Acquired		Accumulated		Net Book
	Amount		Amortization		Value		Amount⁽¹⁾		Amortization		Value

	(Thousands)
Customer related	$	311,121	$	(291,936)	$	19,185	$	300,937	$	(266,759)	$	34,178
Trade name		53,729		(35,914)		17,815		51,698		(32,493)		19,205
Technology and other		55,666		(45,218)		10,448		53,641		(41,587)		12,054
	$	420,516	$	(373,068)	$	47,448	$	406,276	$	(340,839)	$	65,437

⁽¹⁾Acquired amount reduced by impairment of $17,473 from fiscal 2020.

Intangible asset amortization expense was $20.1 million and $19.9 million for the first quarters of fiscal 2021 and 2020, respectively. Intangible assets have a weighted average remaining useful life of approximately 3 years. The following table presents the estimated future amortization expense for the remainder of fiscal 2021 and the next five fiscal years (in thousands):


Fiscal Year
Remainder of fiscal 2021	$	20,058
2022		14,668
2023		6,415
2024		2,995
2025		1,472
2026		1,472
Thereafter		368
Total	$	47,448

6. Debt

Short-term debt consists of the following (carrying balances in thousands):


	October 3,		June 27,		October 3,		June 27,
	2020		2020		2020		2020

	Interest Rate				Carrying Balance
Bank credit facilities and other	8.45	%	5.69	%	$	92	$	51
Accounts receivable securitization program	1.20	%	—			166,900		—
Short-term debt					$	166,992	$	51

Bank credit facilities and other consists primarily of various committed and uncommitted lines of credit and other forms of bank debt with financial institutions utilized primarily to support the working capital requirements of the Company including its foreign operations.

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AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

In July 2020, the Company amended and extended for one year, its trade accounts receivable securitization program (the “Securitization Program”) in the United States with a group of financial institutions to allow the Company to transfer, on an ongoing revolving basis, an undivided interest in a designated pool of trade accounts receivable, to provide security or collateral for borrowings up to a maximum of $450 million. The Securitization Program does not qualify for off balance sheet accounting treatment and any borrowings under the Securitization Program are recorded as debt in the consolidated balance sheets. Under the Securitization Program, the Company legally sells and isolates certain U.S. trade accounts receivable into a wholly owned and consolidated bankruptcy remote special purpose entity. Such receivables, which are recorded within “Receivables” in the consolidated balance sheets, totaled $728.4 million and $703.8 million at October 3, 2020 and June 27, 2020, respectively. The Securitization Program contains certain covenants relating to the quality of the receivables sold. Interest on borrowings is calculated using a one-month LIBOR rate plus a spread of 1.05% The facility fee on the unused balance of the facility is up to 0.40%.

Long-term debt consists of the following (carrying balances in thousands):


	October 3,		June 27,		October 3,		June 27,
	2020		2020		2020		2020

	Interest Rate				Carrying Balance
Revolving credit facilities:
Credit Facility (due June 2023)	—		1.28	%	$	—	$	230,000
Public notes due:
December 2021	3.75	%	3.75	%		300,000		300,000
December 2022	4.88	%	4.88	%		350,000		350,000
April 2026	4.63	%	4.63	%		550,000		550,000
Other long-term debt	1.18	%	1.19	%		1,518		1,491
Long-term debt before discount and debt issuance costs						1,201,518		1,431,491
Discount and debt issuance costs – unamortized						(6,315)		(6,700)
Long-term debt					$	1,195,203	$	1,424,791

The Company has a five-year $1.25 billion senior unsecured revolving credit facility (the “Credit Facility”) with a syndicate of banks, consisting of revolving credit facilities and the issuance of up to $200.0 million of letters of credit and up to $300.0 million of loans in certain approved currencies, which expires in June 2023. Subject to certain conditions, the Credit Facility may be increased up to $1.50 billion. Under the Credit Facility, the Company may select from various interest rate options, currencies and maturities. The Credit Facility contains certain covenants including various limitations on debt incurrence, share repurchases, dividends, investments and capital expenditures. The Credit Facility also includes financial covenants, which were amended during the first quarter of fiscal 2021, requiring the Company to maintain minimum interest coverage and leverage ratios, which the Company was in compliance with as of October 3, 2020 and June 27, 2020.

As of October 3, 2020 and June 27, 2020, there were $1.3 million and $1.6 million, respectively, in letters of credit issued under the Credit Facility.

As of October 3, 2020, the carrying value and fair value of the Company’s total debt was $1.36 billion and $1.46 billion, respectively. At June 27, 2020, the carrying value and fair value of the Company’s total debt was $1.42 billion and $1.52 billion, respectively. Fair value for the public notes was estimated based upon quoted market prices and for other forms of debt fair value approximates carrying value due to the market based variable nature of the interest rates on those debt facilities.

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AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

7. Leases

Substantially all the Company’s leases are classified as operating leases and are predominately related to real property for distribution centers, office space and integration facilities with a lease term of up to 18 years. The Company’s equipment leases are primarily for automobiles and equipment, and are not material to the consolidated financial statements.

The components of lease cost related to the Company’s operating leases were as follows (in thousands):


	First Quarters Ended
	October 3, 2020		September 28, 2019
Operating lease cost	$	18,402	$	18,802
Variable lease cost		6,288		5,268
Total lease cost	$	24,690	$	24,070

Future minimum operating lease payments as of October 3, 2020 are as follows (in thousands):


Fiscal Year
Remainder of fiscal 2021	$	51,333
2022		59,795
2023		50,999
2024		38,900
2025		32,006
Thereafter		156,634
Total future operating lease payments		389,667
Total imputed interest on operating lease liabilities		(67,905)
Total operating lease liabilities	$	321,762

Other information pertaining to operating leases consists of the following:

Supplemental cash flow information related to the Company’s operating leases for the first quarters ended October 3, 2020 and September 28, 2019, respectively, was as follows (in thousands):

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

8. Derivative financial instruments

Many of the Company’s subsidiaries purchase and sell products in currencies other than their functional currencies. This subjects the Company to the risks associated with fluctuations in foreign currency exchange rates. The Company reduces this risk by utilizing natural hedging (e.g., offsetting receivables and payables in the same foreign currency) as well as by creating offsetting positions through the use of derivative financial instruments, primarily forward foreign exchange contracts typically with maturities of less than 60 days (“economic hedges”), but no longer than one year. The Company continues to have exposure to foreign currency risks to the extent they are not economically hedged. The Company adjusts any economic hedges to fair value through the consolidated statements of operations primarily within “Other (expense) income, net.” The fair value of forward foreign exchange contracts, which are based upon Level 2 criteria under the ASC 820 fair value hierarchy, are classified in the captions “Prepaid and other current assets” or “Accrued expenses and other,” as applicable, in the accompanying consolidated balance sheets as of October 3, 2020 and June 27, 2020. The Company’s master netting and other similar arrangements with various financial institutions related to derivative financial instruments allow for the right of offset. The Company’s policy is to present derivative financial instruments with the same counterparty as either a net asset or liability when the right of offset exists.

The Company generally does not hedge its investments in its foreign operations. The Company does not enter into derivative financial instruments for trading or speculative purposes and monitors the financial stability and credit standing of its counterparties.

The Company’s foreign currency exposure relates primarily to international transactions where the currency collected from customers can be different from the currency used to purchase from suppliers. The Company’s foreign operations transactions are denominated primarily in the following currencies: U.S. Dollar, Euro, British Pound, Japanese Yen, Chinese Yuan, Taiwan Dollar, Canadian Dollar and Mexican Peso. The Company also, to a lesser extent, has foreign operations transactions in other EMEA and Asia foreign currencies.

The fair values of forward foreign currency exchange contracts not receiving hedge accounting treatment recorded in the Company’s consolidated balance sheets are as follows:


	October 3,		June 27,
	2020		2020

	(Thousands)
Prepaid and other current assets	$	8,480	$	18,989
Accrued expenses and other		18,471		15,605

The amounts recorded to other (expense) income, net, related to derivative financial instruments for economic hedges are as follows:


	First Quarters Ended
	October 3,		September 28,
	2020		2019

	(Thousands)
Net derivative financial instrument (loss) gain	$	(7,816)	$	9,500

Under the Company’s economic hedging policies, gains and losses on the derivative financial instruments are classified within the same line item in the consolidated statements of operations as the remeasurement of the underlying assets or liabilities being economically hedged.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

9. Commitments and contingencies

From time to time, the Company may become a party to, or be otherwise involved in various lawsuits, claims, investigations and other legal proceedings arising in the ordinary course of conducting its business. While litigation is subject to inherent uncertainties, management does not anticipate that any such matters will have a material adverse effect on the Company’s financial condition, liquidity or results of operations.

The Company is also currently subject to various pending and potential legal matters and investigations relating to compliance with governmental laws and regulations, including import/export and environmental matters. For certain of these matters it is not possible to determine the ultimate outcome, and the Company cannot reasonably estimate the maximum potential exposure or the range of possible loss for such matters due primarily to being in the early stages of the related proceedings and investigations. The Company currently believes that the resolution of such matters will not have a material adverse effect on the Company’s financial position or liquidity but could possibly be material to its results of operations in any one reporting period.

As of October 3, 2020 and June 27, 2020, the Company had aggregate estimated liabilities of $18.8 million classified within accrued expenses and other for such compliance-related matters that were reasonably estimable as of such dates.

During the first quarter of fiscal 2021, the Company recorded a gain on legal settlement of $8.2 million, which is classified as a component of Restructuring, integration and other expenses.

10. Income taxes

The Company’s effective tax rate on its loss before taxes was a benefit of 18.9% in the first quarter of fiscal 2021. During the first quarter of fiscal 2021, the Company’s effective tax rate was unfavorably impacted primarily by increases to valuation allowances, partially offset by (i) the release of unrecognized tax benefit reserves and (ii) the mix of income in lower tax jurisdictions.

During the first quarter of fiscal 2020, the Company’s effective tax rate on its income before taxes was a benefit of 22.7%. During the first quarter of fiscal 2020, the Company’s effective tax rate was favorably impacted primarily by (i) the release of unrecognized tax benefit reserves and (ii) the mix of income in lower tax jurisdictions.

The Company’s effective tax rate may change in future periods due to changes in tax laws and issuance of additional guidance and regulations of tax laws.

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AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

11. Pension plan

The Company has a noncontributory defined benefit pension plan that covers substantially all current or former U.S. employees (the “Plan”). Components of net periodic pension cost for the Plan was as follows:


	First Quarters Ended
	October 3,		September 28,
	2020		2019

	(Thousands)
Service cost	$	3,938	$	3,786
Total net periodic pension cost within selling, general and administrative expenses		3,938		3,786

Interest cost		3,976		5,638
Expected return on plan assets		(12,420)		(12,668)
Amortization of prior service cost		75		534
Recognized net actuarial loss		5,151		3,637
Total net periodic pension benefit within other (expense) income, net		(3,218)		(2,859)

Net periodic pension cost	$	720	$	927

The Company made $8.0 million of contributions during the first quarter of fiscal 2021 and expects to make additional contributions to the Plan of $8.0 million in the remainder of fiscal 2021.

12. Shareholders’ equity

Share repurchase program

In August 2019, the Company’s Board of Directors amended the Company’s existing share repurchase program, increasing the cumulative total of authorized share repurchases to $2.95 billion of common stock in the open market or through privately negotiated transactions. The timing and actual number of shares repurchased will depend on a variety of factors such as share price, expected liquidity, expected compliance with financial debt convents, corporate and regulatory requirements, and prevailing market conditions. During the first quarter ended October 3, 2020, the Company did not repurchase any shares under this program. As of October 3, 2020, the Company had $469.0 million remaining under its share repurchase authorization.

Common stock dividend

In August 2020, the Company’s Board of Directors approved a dividend of $0.21 per common share and dividend payments of $20.8 million were made in September 2020.

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AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

13. Earnings per share


	First Quarters Ended
	October 3,		September 28,
	2020		2019

	(Thousands, except per share data)
Numerator:
Net (loss) income	$	(18,889)	$	41,752

Denominator:
Weighted average common shares for basic earnings per share		98,897		103,130
Net effect of dilutive stock based compensation awards		—		1,247
Weighted average common shares for diluted earnings per share		98,897		104,377
Basic (loss) earnings per share	$	(0.19)	$	0.40
Diluted (loss) earnings per share	$	(0.19)	$	0.40
Stock options excluded from earnings per share calculation due to anti-dilutive effect		875		388

For the first quarter of fiscal 2021, the diluted net loss per share is the same as the basic net loss per share as the effect of all potential common shares would be anti-dilutive.

14. Additional cash flow information

Non-cash investing and financing activities and supplemental cash flow information were as follows:


	First Quarters Ended
	October 3,		September 28,
	2020		2019

	(Thousands)
Non-cash Investing Activities:
Capital expenditures incurred but not paid	$	3,173	$	7,500
Non-cash Financing Activities:
Unsettled share repurchases		—	$	2,734
Supplemental Cash Flow Information:
Interest	$	12,538	$	19,214
Income tax net payments (refunds)		19,258		(5,192)

Included in cash and cash equivalents as of October 3, 2020 and June 27, 2020 was $5.8 million and $20.9 million, respectively, of cash equivalents, which was primarily comprised of investment grade money market funds and overnight time deposits.

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AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

15. Segment information

Electronic Components (“EC”) and Farnell (“Farnell”) are the Company’s reportable segments (“operating groups”). EC markets and sells semiconductors and interconnect, passive and electromechanical devices and integrated components to a diverse customer base serving many end-markets. Farnell distributes electronic components and related products to the electronic system design community utilizing multi-channel sales and marketing resources.


	First Quarters Ended
	October 3,		September 28,
	2020		2019

	(Thousands)
Sales:
Electronic Components	$	4,382,148	$	4,294,187
Farnell		340,911		335,822
		4,723,059		4,630,009
Operating income:
Electronic Components	$	84,440	$	112,286
Farnell		11,959		21,805
		96,399		134,091
Corporate		(31,302)		(26,677)
Restructuring, integration and other expenses		(26,420)		(24,598)
Amortization of acquired intangible assets and other		(20,175)		(20,078)
Operating income	$	18,502	$	62,738

Sales, by geographic area:
Americas ⁽¹⁾	$	1,205,695	$	1,215,757
EMEA ⁽²⁾		1,480,674		1,470,924
Asia/Pacific ⁽³⁾		2,036,690		1,943,328
Sales	$	4,723,059	$	4,630,009

⁽¹⁾	Includes sales from the United States of $1.13 billion and $1.14 billion for the first quarters ended October 3, 2020 and September 28, 2019, respectively.

⁽²⁾	Includes sales from Germany and Belgium of $574.8 million and $294.4 million, respectively, for the first quarter ended October 3, 2020. Includes sales from Germany and Belgium of $580.3 million and $277.8 million, respectively, for the first quarter ended September 28, 2019.

⁽³⁾	Includes sales from China (including Hong Kong), Taiwan and Singapore of $631.8 million, $