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Avnet, Inc. Reports Third Quarter Fiscal 2004 Results; Accelerating Growth Propels Revenue and Profitability.


Business Editors/High-Tech Writers

PHOENIX--(BUSINESS WIRE)--April 29, 2004

Avnet Avnet, Inc. (NYSE: AVT) is a technology B2B distributor headquartered in Phoenix, Arizona.

The company states on their website that:
"Avnet, Inc. (NYSE: AVT), is one of the world's largest value-added distributors of semiconductors, connectors, passive and
, Inc. (NYSE NYSE

See: New York Stock Exchange
:AVT AVT

avian arginine vasotocin. See vasotocin.
) today reported that revenues for its third quarter of fiscal 2004, ended April 3, 2004, were $2.64 billion, up 13% from the prior year third quarter, and up 3% sequentially se·quen·tial  
adj.
1. Forming or characterized by a sequence, as of units or musical notes.

2. Sequent.



se·quen
. The Company reported net income in the third quarter of fiscal 2004 of $26.7 million, or $0.22 per share, as compared with $1.5 million, or $0.01 per share, in last year's third quarter, with both periods including charges associated with the early extinguishment The destruction or cancellation of a right, a power, a contract, or an estate.

Extinguishment is sometimes confused with merger, though there is a clear distinction between them.
 of debt. Excluding such charges, net income increased to $40.9 million, or $0.34 per share, in the third quarter of fiscal 2004, which represents an improvement of $0.26 per share over the year-ago net income of $0.08 per share. The earnings for the third quarter of fiscal 2004 were positively impacted by a reduction in the Company's effective tax rate to 27% for the fiscal year primarily as a result of the Company's mix of profits globally.

Operating income Operating Income

The profit realized from a business' own operations.

Notes:
This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit.
 more than doubled to $73.9 million in the third quarter of fiscal 2004 as compared with $36.2 million in the prior year third quarter. Operating income as a percent of sales increased 125 basis points from 1.55% in the third quarter of fiscal 2003 to 2.80% in the current quarter. The third quarter of fiscal 2004 represents the seventh consecutive year-over-year improvement in quarterly operating income dollars and operating income margin excluding restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics).  and other charges.

Electronics Marketing (EM) sales of $1.59 billion grew 20% sequentially and 24% as compared with the third quarter of last year. The growth in EM was driven by all three regions with Europe Europe (yr`əp), 6th largest continent, c.4,000,000 sq mi (10,360,000 sq km) including adjacent islands (1992 est. pop. 512,000,000). , Middle East and Africa (EMEA (Europe, Middle East, Africa) Refers to that region of the world. For example, one might see products packaged differently for the UK, EMEA and Asia Pacific markets. ) recording the highest sequential One after the other in some consecutive order such as by name or number.  sales growth of 36% while the Americas A·mer·i·cas   , the

See America.
 region grew 15% and Asia grew 4% driven primarily by normal seasonal factors. EM Asia continued to show strong year-over-year growth as revenue increased 44% as compared with the third quarter of fiscal 2003. Technology Solutions (TS) sales of $1.05 billion were down seasonally by 14% from the prior sequential quarter and flat as compared with the prior year. TS's year-over-year sales comparison takes into account its previously announced decision to exit certain low margin engagements which in last year's third quarter amounted to approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 $90 million of revenue, or roughly $100 million in current U.S. dollars.

Commenting on the Company's sales for the quarter, Chairman and Chief Executive Officer, Roy Roy, city (1990 pop. 24,603), Weber co., N Utah, near Great Salt Lake; settled by Mormons 1877, inc. 1937. Computer equipment is manufactured, and many residents work at nearby Hill Air Force Base.  Vallee, stated: "The increase in EM sales across all geographies demonstrates that Avnet is enjoying a significant uplift from the technology industry recovery. In addition to continued robust year-over-year growth in Asia, we are encouraged by the double digit Noun 1. double digit - a two-digit integer; from 10 to 99
integer, whole number - any of the natural numbers (positive or negative) or zero; "an integer is a number that is not a fraction"
 growth on both a sequential and year-over-year basis in EMEA and the Americas. These growth rates Growth Rates

The compounded annualized rate of growth of a company's revenues, earnings, dividends, or other figures.

Notes:
Remember, historically high growth rates don't always mean a high rate of growth looking into the future.
, coupled with another quarter of strengthening orders, indicate that the markets we serve are continuing to improve."

EM's operating income of $63.6 million grew 58% on a sequential basis and was 108% higher than the third quarter of fiscal 2003. EM's operating income margin of 4.0% represented significant improvement as compared with 3.0% in the prior sequential quarter and 2.4% in last year's third quarter. TS's operating income of $25.8 million was down $4.6 million, or 15%, from the prior sequential quarter but was 35% higher than the comparable quarter in fiscal 2003. Operating income margin of 2.5% was essentially flat with the prior sequential quarter and 65 basis points better than the third quarter of the prior year.

Mr. Vallee noted: "The impact of our lower cost structure coupled with improving market conditions was evident in the strong results at EM. More specifically, the restructuring within EM EMEA has had a dramatic impact as its operating profitability, both in terms of dollars and margin, is now comparable with North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. . Additionally, TS grew operating income significantly over last year despite flat sales due primarily to the planned reduction in low margin business that has been underway for the last three quarters. These performances have driven enterprise operating profit margin Operating profit margin

The ratio of operating profit to net sales.
 to its highest level in three years."

During the third quarter of fiscal 2004, the Company issued $300 million of 2% Convertible Senior Debentures due 2034. The Company used the net proceeds Net Proceeds

The amount received after all costs are deducted from the sale of a piece of property or security.

Notes:
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions).
 of $292.5 million for the early redemption The liberation of an estate in real property from a mortgage.

Redemption is the process by which land that has been mortgaged or pledged is bought back or reclaimed. It is accomplished through a payment of the debt owed or a fulfillment of the other conditions.
 of $273.4 million of the $360 million outstanding principal amount of its 7 7/8% Notes due February February: see month.  15, 2005. In connection with this transaction, Avnet recorded a charge in the third quarter of approximately $16.4 million pre-tax pre-tax adjanterior al impuesto

pre-tax adjavant impôt(s)

pre-tax adjal lordo d'imposta 
 and $14.2 million after-tax af·ter-tax also af·ter·tax
adj.
Relating to or being that which remains after payment, especially of income taxes: after-tax profits. 
, or $0.12 per share, for the premium paid to holders of the 7 7/8% Notes and other related expenses. During the quarter, the Company also utilized cash on hand to repay the $100 million of 6 7/8% notes that matured on March 15, 2004.

Ray Sadowski, Chief Financial Officer, stated: "We capitalized Capitalized

Recorded in asset accounts and then depreciated or amortized, as is appropriate for expenditures for items with useful lives longer than one year.
 on the attractive terms the convertible market offered to refinance Refinance

1. When a business or person revises their payment schedule for repaying debt.

2. Replacing an older loan with a new loan offering better terms.

Notes:
When a business refinances they typically extend the maturity date.
 some of our higher interest debt at lower rates. Through this transaction we were able to extend the term of our debt a minimum of five years while reducing our interest expense by approximately $20 million pre-tax per year thereby positively impacting earnings per share by approximately $0.12 per share annually beginning in the June June: see month.  2004 quarter."

The Company reported that revenue, gross profit and operating income per employee grew significantly as compared with the prior year third quarter. Operating expenses Operating expenses

The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted.
 as a percentage of gross profit decreased to its lowest level in three years, coming in slightly below 80% in the third quarter of fiscal 2004. In addition, Electronics Marketing working capital (consisting of trade receivables Receivables

An asset designation applicable to all debts, unsettled transactions or other monetary obligations owed to a company by its debtors or customers. Receivables are recorded by a company's accountants and reported on the balance sheet, and they and include all debts owed
 plus inventory less accounts payable) velocity reached record levels with inventory turnover exceeding 5 turns in the current quarter.

Mr. Sadowski further commented: "Our 'Driving Value' initiative continues to positively impact our business operations Business operations are those activities involved in the running of a business for the purpose of producing value for the stakeholders. Compare business processes. The outcome of business operations is the harvesting of value from assets  as evidenced by the fact that our Net Operating Profit Operating profit (or loss)

Revenue from a firm's regular activities less costs and expenses and before income deductions.


operating profit

See operating income.
 After Tax (NOPAT NOPAT Net Operating Profit After Tax ) return on working capital ratio nearly doubled over the year-ago quarter. With the third straight quarter of sequential revenue growth we have been able to accelerate the increase in both our operating margins Operating Margin

A ratio used to measure a company's pricing strategy and operating efficiency.

Calculated by:
 and return on capital metrics metrics Managed care A popular term for standards by which the quality of a product, service, or outcome of a particular form of Pt management is evaluated. See TQM. ."

Mr. Vallee provided guidance for the fourth quarter of Avnet's fiscal 2004 by stating: "We expect EM revenues to grow by 1-4% sequentially as the industry continues to recover and TS revenues to grow by 2-5% sequentially. These growth rates take into account the current value of the Euro to the U.S. dollar, which is roughly 5% below the average rate reflected in our results for the March 2004 quarter. Therefore, Avnet consolidated con·sol·i·date  
v. con·sol·i·dat·ed, con·sol·i·dat·ing, con·sol·i·dates

v.tr.
1. To unite into one system or whole; combine:
 sales should be in the range of $2.65 to $2.75 billion in the fourth quarter of fiscal 2004. We expect earnings to increase sequentially and be in the range of $0.35 - $0.40 per share."

For the first three quarters of fiscal 2004, Avnet reported sales of $7.60 billion as compared with $6.86 billion in the first three quarters of fiscal 2003. The Company also reported net income of $24.2 million, or $0.20 per share, for the first three quarters of fiscal 2004 as compared with a net loss of $57.7 million, or $0.48 per share, in the comparable period of fiscal 2003, both periods including restructuring and other charges and debt extinguishment costs. Excluding such charges, net income for the first three quarters of fiscal 2004 was $77.0 million, or $0.64 per share as compared with net income of $16.2 million, or $0.13 per share, for the same period in the prior year.

Forward Looking Statements

This press release contains certain "forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on management's current expectations and are subject to uncertainty and changes in factual circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact.
     2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or
. The forward-looking statements herein include statements addressing future financial and operating results of Avnet and may include words such as "anticipate", "expect", believe", and "should". Actual results may vary 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, the Company's ability to generate additional cash flow, any significant and unanticipated sales decline, changes in business conditions and the economy in general, changes in market demand and pricing pressures, allocations of products by suppliers, and other competitive and/or and/or  
conj.
Used to indicate that either or both of the items connected by it are involved.

Usage Note: And/or is widely used in legal and business writing.
 regulatory reg·u·late  
tr.v. reg·u·lat·ed, reg·u·lat·ing, reg·u·lates
1. To control or direct according to rule, principle, or law.

2.
 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-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 and Form 10-Q Form 10-Q

See 10-Q.
. Avnet is under no obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

Non-GAAP and Pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts.

The phrase pro forma
 Financial Information

In addition to disclosing financial results that are determined in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records.

Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting
 (GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
), the Company also discloses pro forma or non-GAAP results of operations that exclude certain items. Management believes that providing this additional information is useful to investors to better assess and understand operating performance, especially when comparing results with previous periods or forecasting performance for future periods. Management believes the pro forma measures also help indicate underlying trends in the business. Management also uses pro forma measures to establish operational goals and, in some cases, for measuring performance for compensation purposes.

However, analysis of results and outlook on a pro forma or non-GAAP basis should be used as a complement to, and in conjunction conjunction, in astronomy
conjunction, in astronomy, alignment of two celestial bodies as seen from the earth. Conjunction of the moon and the planets is often determined by reference to the sun.
 with, data presented in accordance with GAAP. Reconciliations of the Company's analysis of results to GAAP for the current quarter and year-to-date Year-to-date (YTD)

The period beginning at the start of the calendar year up to the current date.
 are attached.

Teleconference Webcast and Upcoming Events

Avnet will host a Webcast of its quarterly teleconference today at 5:00 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, can be accessed through www.ir.avnet.com. Please log onto the site 15 minutes prior to the start of the event to register or download To receive a file transmitted over a network. In any communications session, "download" means receive, and "upload" means send. The download/upload often implies a big/little scenario, in which data is being downloaded from the "big" server into the "little" user's computer.  any necessary software. An archive (1) A file that contains one or more compressed files. Most archive formats are also capable of storing folders in order to reconstruct the file/folder relationship when decompressed. See archive formats.  copy of the presentation will also be available after the webcast.

Avnet will present at the following investor conferences in May: The JPMorgan Technology and Telecom Conference on May 4, 2004, and the Global Technology Distribution Council Investor Relations Investor relations

The process by which the corporation communicates with its investors.
 Conference on May 18. For a listing of conference details and how to access each available webcast, along with additional upcoming events and other information, please visit Avnet's investor relations website at www.ir.avnet.com.

Additional Information

Phoenix, Arizona-based Avnet, Inc., a Fortune 500 company with fiscal year 2003 sales (year ended June 27, 2003) of $9.05 billion, is one of the world's largest distributors of semiconductors, interconnect (1) To attach one device to another.

(2) A physical port (plug, socket) or wireless port (transmitter, receiver) used to attach one device to another.
, passive and electromechanical The use of electricity to run moving parts. Disk drives, printers and motors are examples. Electromechanical systems must be designed for the eventual deterioration of moving components that wear over time. The first TVs were electromechanical systems (see video/TV history).  components, enterprise network and computer equipment, and embedded Inserted into. See embedded system.  sub-systems from leading manufacturers. Serving customers in 68 countries, Avnet markets, inventories and adds value to these products and provides world-class world-class
adj.
1. Ranking among the foremost in the world; of an international standard of excellence; of the highest order: a world-class figure skater.

2.
 supply-chain management and engineering services. Please feel free to visit Avnet's Investor Relations Website at www.ir.avnet.com or contact us at investorrelations@avnet.com.


                              AVNET, INC.
                   (MILLIONS EXCEPT PER SHARE DATA)


INCLUDING DEBT EXTINGUISHMENT
 COSTS (1) (2)                                    THIRD QUARTERS ENDED
                                                  --------------------

                                                   APRIL 3,  MARCH 28,
                                                   2004 (1)  2003 (2)
                                                   --------  --------

Sales                                              $2,639.6  $2,340.5

Income before income taxes                             36.6       2.5

Net income                                             26.7       1.5

Net income per share:
        Basic                                      $   0.22  $   0.01
        Diluted                                    $   0.22  $   0.01

----------------------------------------------------------------------

EXCLUDING DEBT
 EXTINGUISHMENT COSTS                             THIRD QUARTERS ENDED
                                                  --------------------
                                                   APRIL 3,  MARCH 28,
                                                     2004      2003
                                                   --------  --------

Sales                                              $2,639.6  $2,340.5

Income before income taxes                             53.0      16.0

Net income                                             40.9       9.6

Net income per share:
        Basic                                      $   0.34  $   0.08
        Diluted                                    $   0.34  $   0.08


(1) The results for the third quarter of fiscal 2004 shown above
    include the impact of debt extinguishment costs associated with
    the Company's cash tender offer completed during the third quarter
    for $273.4 million of the 7 7/8% Notes due February 15, 2005.
    These charges amounted to $16.4 million pre-tax, $14.2 million
    after-tax and $0.12 per diluted share. See the Consolidated
    Statements of Operations included herein for further disclosure of
    the impacts of these charges.

(2) The results for the third quarter of fiscal 2003 shown above
    include the impact of debt extinguishment costs associated with
    the Company's cash tender offers and repurchases completed during
    the third quarter for $159.0 million of the 6.45% Notes due August
    15, 2003 and $220.1 million of the 8.20% Notes due October 17,
    2003. These charges amounted to $13.5 million pre-tax, $8.2
    million after-tax and $0.07 per diluted share. See the
    Consolidated Statements of Operations included herein for further
    disclosure of the impacts of these charges.


                              AVNET, INC.
                   (MILLIONS EXCEPT PER SHARE DATA)

INCLUDING RESTRUCTURING AND DEBT
 EXTINGUISHMENT COSTS (1) (2)
                                                    NINE MONTHS ENDED
                                                    -----------------
                                                    APRIL 3, MARCH 28,
                                                    2004 (1) 2003 (2)
                                                    -------- --------

Sales                                              $7,601.7  $6,861.0

Income (loss) before income taxes                      33.1     (93.5)

Net Income (loss)                                      24.2     (57.7)

Net Income (loss) per share:
        Basic                                      $   0.20    ($0.48)
        Diluted                                    $   0.20    ($0.48)

----------------------------------------------------------------------

EXCLUDING RESTRUCTURING AND DEBT
 EXTINGUISHMENT COSTS
                                                    NINE MONTHS ENDED
                                                   -------------------

                                                   APRIL 3,  MARCH 28,
                                                     2004      2003
                                                   --------  --------

Sales                                              $7,601.7  $6,861.0

Income before income taxes                            105.0      26.8

Net income                                             77.0      16.2

Net income per share:
        Basic                                      $   0.64  $   0.13
        Diluted                                    $   0.64  $   0.13

(1) The results for the first nine months of fiscal 2004 shown above
    include the impact of restructuring and other charges recorded in
    both the first and second quarters. These charges were recorded in
    connection with cost cutting initiatives and the previously
    announced combination of the Computer Marketing and Applied
    Computing operating groups into one operating group now called
    Technology Solutions. These restructuring and other charges
    amounted to $55.6 million pre-tax (all of which is included in
    operating expenses), $38.6 million after-tax and $0.32 per diluted
    share. The first nine months of fiscal 2004 shown above also
    include the impact of debt extinguishment costs associated with
    the Company's cash tender offer completed during the third quarter
    for $273.4 million of the 7 7/8% Notes due February 15, 2005.
    These charges amounted to $16.4 million pre-tax, $14.2 million
    after-tax and $0.12 per diluted share.

    The total impact of these charges on the results for the first
    nine months of fiscal 2004 amounted to $72.0 million pre-tax,
    $52.8 million after-tax and $0.44 per diluted share. See the
    Consolidated Statements of Operations included herein for further
    disclosure of the impacts of these charges.

(2) The results for the first nine months of fiscal 2003 shown above
    include the impact of restructuring and other charges recorded in
    connection with cost cutting initiatives including severance
    costs, charges for consolidation of facilities and write-offs of
    certain capitalized IT-related initiatives. The restructuring and
    other charges amounted to $106.8 million pre-tax (all of which is
    included in operating expenses), $65.7 million after-tax and
    $0.54 per diluted share. The results for the first nine months of
    fiscal 2003 shown above also include the impact of debt
    extinguishment costs associated with the Company's cash tender
    offers and repurchases completed during the third quarter for
    $159.0 million of its 6.45% Notes due August 15, 2003 and $220.1
    million of its 8.20% Notes due October 17, 2003. These charges
    amounted to $13.5 million pre-tax, $8.2 million after-tax and
    $0.07 per diluted share.

    The total impact of these charges on the results for the first
    nine months of fiscal 2003 amounted to $120.3 million pre-tax,
    $73.9 million after-tax and $0.61 per diluted share. See the
    Consolidated Statements of Operations included herein for further
    disclosure of the impacts of these charges.



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



                                           THIRD QUARTER ENDED
                                    ----------------------------------

                                             APRIL 3, 2004 (1)
                                    ---------------------------------

                                      REPORTED  DEBT EXT.  ADJUSTED
                                      RESULTS     COSTS     RESULTS
                                    ----------- --------- -----------

Sales                               $2,639,589  $      -  $2,639,589
Cost of sales                        2,281,006         -   2,281,006
                                     ----------  --------- ----------

Gross profit                           358,583         -     358,583

Selling, general and administrative
   expenses                            284,731         -     284,731
                                     ----------  --------- ----------

Operating
 income                                 73,852         -      73,852
Other income,
 net                                     2,900         -       2,900
Interest
 expense                               (23,817)        -     (23,817)
Debt extinguishment costs (1) (2)      (16,370)   16,370           -
                                     ----------  --------  ----------

Income before
 income taxes                           36,565    16,370      52,935

Income tax
 provision                               9,915     2,155      12,070

                                    ----------- -------- -----------
Net income                          $   26,650  $ 14,215  $   40,865
                                     ==========  ========  ==========

Net earnings
 per share:
        Basic                       $     0.22  $   0.12  $     0.34
                                     ==========  ========  ==========
        Diluted                     $     0.22  $   0.12  $     0.34
                                     ==========  ========  ==========

Shares used to compute earnings
  per share:
        Basic                          120,332   120,332     120,332
                                     ==========  ========  ==========
        Diluted                        121,909   121,909     121,909
                                     ==========  ========  ==========



                                            THIRD QUARTER ENDED
                                    ----------------------------------

                                             MARCH 28, 2003 (2)
                                     ---------------------------------

                                       REPORTED  DEBT EXT.  ADJUSTED
                                       RESULTS     COSTS     RESULTS
                                     ----------- --------- -----------

Sales                                $2,340,468  $      -  $2,340,468
Cost of sales                         2,033,356         -   2,033,356
                                      ----------  --------  ----------

Gross profit                            307,112         -     307,112

Selling, general and administrative
   expenses                             270,863         -     270,863
                                      ----------  --------  ----------

Operating income                         36,249         -      36,249
Other income, net                         6,390         -       6,390
Interest expense                        (26,650)        -     (26,650)
Debt extinguishment
 costs (1) (2)                          (13,487)   13,487           -
                                      ----------  --------  ----------

Income before income taxes                2,502    13,487      15,989

Income tax provision                      1,010     5,335       6,345

                                     ------------ -------- -----------
Net income                           $    1,492  $  8,152  $    9,644
                                      ==========  ========  ==========

Net earnings per share:
        Basic                        $     0.01  $   0.07  $     0.08
                                      ==========  ========  ==========
        Diluted                      $     0.01  $   0.07  $     0.08
                                      ==========  ========  ==========

Shares used to compute earnings
  per share:
        Basic                           119,486   119,486     119,486
                                      ==========  ========  ==========
        Diluted                         119,571   119,571     119,571
                                      ==========  ========  ==========


(1) The results for the third quarter of fiscal 2004 shown above
    include the impact of debt extinguishment costs associated with
    the Company's cash tender offer completed during the third quarter
    for $273.4 million of the 7 7/8% Notes due February 15, 2005.
    These charges amounted to $16.4 million pre-tax, $14.2 million
    after-tax and $0.12 per diluted share.

(2) The results for the third quarter of fiscal 2003 shown above
    include the impact of debt extinguishment costs associated with
    the Company's cash tender offers and repurchases completed during
    the third quarter for $159.0 million of its 6.45% Notes due August
    15, 2003 and $220.1 million of its 8.20% Notes due October 17,
    2003. These charges amounted to $13.5 million pre-tax, $8.2
    million after-tax and $0.07 per diluted share.



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



                                             NINE MONTHS ENDED
                                    ----------------------------------
                                           APRIL 3, 2004 (1) (2)
                                    ---------------------------------
                                              RESTRUCT-
                                     REPORTED URING AND    ADJUSTED
                                     RESULTS  OTHER CHGS.  RESULTS
                                   ---------- ----------- ----------

Sales                               $7,601,699  $      -  $7,601,699
Cost of sales                        6,604,860         -   6,604,860
                                     ----------  --------  ----------

Gross profit                           996,839         -     996,839

Selling, general and administrative
   expenses                            824,752         -     824,752
Restructuring and other
 charges (1) (3)                        55,618   (55,618)          -
                                     ----------  --------  ----------

Operating income (loss)                116,469    55,618     172,087
Other income, net                        7,137         -       7,137
Interest expense                       (74,184)        -     (74,184)
Debt extinguishment
 costs (1) (3)                         (16,370)   16,370           -
                                     ----------  --------  ----------

Income (loss) before income taxes       33,052    71,988     105,040

Income tax provision (benefit)           8,826    19,236      28,062

                                    ----------- -------- -----------
Net income (loss)                   $   24,226  $ 52,752  $   76,978
                                    =========== ======== ===========

Net earnings (loss) per share:
        Basic                       $     0.20  $   0.44  $     0.64
                                     ==========  ========  ==========
        Diluted                     $     0.20  $   0.44  $     0.64
                                     ==========  ========  ==========

Shares used to compute
 earnings (loss) per share:
        Basic                          119,946   119,946     119,946
                                     ==========  ========  ==========
        Diluted                        120,921   120,921     120,921
                                     ==========  ========  ==========


                                             NINE MONTHS ENDED
                                    ----------------------------------
                                              MARCH 28, 2003 (3)
                                    ----------------------------------
                                               RESTRUCT-
                                     REPORTED  URING AND    ADJUSTED
                                     RESULTS   OTHER CHGS.  RESULTS
                                   ----------- ----------- ----------

Sales                               $6,861,023  $       -  $6,861,023
Cost of sales                        5,940,726          -   5,940,726
                                     ----------  ---------  ----------

Gross profit                           920,297          -     920,297

Selling, general and administrative
   expenses                            832,522          -     832,522
Restructuring and other
 charges (1) (3)                       106,765   (106,765)          -
                                     ----------  ---------  ----------

Operating income (loss)                (18,990)   106,765      87,775
Other income, net                       16,987          -      16,987
Interest expense                       (77,988)         -     (77,988)
Debt extinguishment
 costs (1) (3)                         (13,487)    13,487           -
                                     ----------  ---------  ----------

Income (loss) before income taxes      (93,478)   120,252      26,774

Income tax provision (benefit)         (35,825)    46,350      10,525

                                    ------------ --------- -----------
Net income (loss)                     ($57,653) $  73,902  $   16,249
                                     ==========  =========  ==========

Net earnings (loss) per share:
        Basic                           ($0.48) $    0.61  $     0.13
                                     ==========  =========  ==========
        Diluted                         ($0.48) $    0.61  $     0.13
                                     ==========  =========  ==========

Shares used to compute earnings
  (loss) per share:
        Basic                          119,441    119,441     119,441
                                     ==========  =========  ==========
        Diluted                        119,441    119,441     119,441
                                     ==========  =========  ==========


(1) The results for the first nine months of fiscal 2004 shown above
    include the impact of restructuring and other charges recorded in
    both the first and second quarters. These charges were recorded in
    connection with cost cutting initiatives and the previously
    announced combination of the Computer Marketing and Applied
    Computing operating groups into one operating group now called
    Technology Solutions. These charges include severance costs,
    charges for consolidation of certain owned and leased facilities,
    write-offs of certain capitalized IT-related initiatives, the
    impairment in the second quarter of certain owned assets in the
    Company's European operations and the write-off in the first
    quarter of the remaining unamortized deferred loan costs
    associated with the Company's multi-year credit facility
    terminated in September. These restructuring and other charges in
    the first half of fiscal 2004 amounted to $55.6 million pre-tax,
    $38.6 million after-tax and $0.32 per diluted share.

    The first nine months of fiscal 2004 shown above also include the
    impact of debt extinguishment costs associated with the Company's
    cash tender offer completed during the third quarter for $273.4
    million of the 7 7/8% Notes due February 15, 2005. These charges
    amounted to $16.4 million pre-tax, $14.2 million after-tax and
    $0.12 per diluted share.

    The total impact of these charges on the results for the first
    nine months of fiscal 2004 amounted to $72.0 million pre-tax,
    $52.8 million after-tax and $0.44 per diluted share.

(2) The results for the first nine months of fiscal 2003 shown above
    include the impact of restructuring and other charges recorded in
    connection with cost cutting initiatives including severance
    costs, charges for consolidation of facilities and write-offs of
    certain capitalized IT-related initiatives. The restructuring and
    other charges amounted to $106.8 million pre-tax, $65.7 million
    after-tax and $0.54 per diluted share. The results for the first
    nine months of fiscal 2003 shown above also include the impact of
    debt extinguishment costs associated with the Company's cash
    tender offers and repurchases completed during the third quarter
    for $159.0 million of its 6.45% Notes due August 15, 2003 and
    $220.1 million of its 8.20% Notes due October 17, 2003. These
    charges amounted to $13.5 million pre-tax, $8.2 million after-tax
    and $0.07 per diluted share.

    The total impact of these charges on the results for the first
    nine months of fiscal 2003 amounted to $120.3 million pre-tax,
    $73.9 million after tax and $0.61 per diluted share.



                              AVNET, INC.
                      CONSOLIDATED BALANCE SHEETS
                              (THOUSANDS)


                                                 APRIL 3,    JUNE 27,
                                                   2004        2003
                                                ----------  ----------

Assets:
  Current assets:
     Cash and cash equivalents                 $  351,400  $  395,467
     Receivables, net                           1,731,436   1,471,806
     Inventories                                1,292,144   1,097,580
     Other                                         82,139     161,237
                                                ----------  ----------
         Total current assets                   3,457,119   3,126,090
   Property, plant and equipment, net             198,577     250,412
   Goodwill                                       861,798     857,110
   Other assets                                   271,183     265,939
                                                ----------  ----------

         Total assets                           4,788,677   4,499,551
                                                ----------  ----------

Less liabilities:
   Current liabilities:
     Borrowings due within one year               142,300     187,656
     Accounts payable                           1,101,434     802,039
     Accrued expenses and other                   310,589     316,355
                                                ----------  ----------
         Total current liabilities              1,554,323   1,306,050
   Long-term debt, less due within one year     1,214,845   1,278,399
   Other long-term liabilities                     69,420      82,580
                                                ----------  ----------

         Total liabilities                      2,838,588   2,667,029
                                                ----------  ----------

Shareholders' equity                           $1,950,089  $1,832,522
                                                ==========  ==========



                             AVNET, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (THOUSANDS)


                                                  NINE MONTHS ENDED
                                                ---------------------
                                                  APRIL 3,  MARCH 28,
                                                   2004       2003
                                                 ---------  ---------
Cash flows from:

  Operations:
    Net Income (loss)                           $  24,226   ($57,653)

    Add non-cash and other reconciling items:
      Depreciation and amortization                50,550     69,191
      Deferred taxes                                 (449)   (35,501)
      Non-cash restructuring and other charges     31,409     59,027
      Other, net                                   33,805     33,444
                                                 ---------  ---------
                                                  139,541     68,508

    Receivables                                  (233,771)    88,026
    Inventories                                  (160,695)   341,038
    Accounts payable                              276,799    (76,085)
    Accrued expenses and other, net                42,463    131,750
                                                 ---------  ---------

      Net cash flows provided from operating
       activities                                  64,337    553,237
                                                 ---------  ---------

  Financing:
    Reduced drawings under accounts receivable
      securitization program                            -   (200,000)
    Issuance of notes in public offering, net of
     issuance costs                               292,500    465,312
    Repayment of notes                           (444,245)  (379,197)
    Proceeds from (repayment of) commercial
     paper and bank debt, net                      38,282   (275,246)
    Proceeds from (repayment of) other debt, net       (2)    (1,274)
    Other, net                                     13,299       (461)
                                                 ---------  ---------

      Net cash flows used for financing
       activities                                (100,166)  (390,866)
                                                 ---------  ---------

  Investing:
    Purchases of property, plant, and equipment   (19,378)   (26,595)
    Cash proceeds from sales of property, plant
     and equipment                                  1,470      9,014
    Acquisition of operations, net                 (1,448)    (7,504)
                                                 ---------  ---------

      Net cash flows used for investing
       activities                                 (19,356)   (25,085)
                                                 ---------  ---------

    Effect of exchange rates on cash and cash
     equivalents                                   11,118      4,684

                                                 ---------  ---------

Cash and cash equivalents:
     increase (decrease)                          (44,067)   141,970
     at beginning of year                         395,467    159,234
                                                 ---------  ---------

     at end of period                           $ 351,400  $ 301,204
                                                 =========  =========



                              AVNET, INC.
                          SEGMENT INFORMATION
                              (MILLIONS)


                              THIRD QUARTERS ENDED   NINE MONTHS ENDED
                             --------------------- -------------------

                               APRIL 3,   MARCH 28, APRIL 3, MARCH 28,
           SALES                 2004       2003      2004      2003
---------------------------  -----------  -------- --------- ---------

Electronics Marketing         $ 1,594.2  $1,290.3  $4,284.3  $3,736.1

Technology Solutions            1,045.4   1,050.2   3,317.4   3,124.9

                             ----------- --------- --------- ---------
Consolidated                  $ 2,639.6  $2,340.5  $7,601.7  $6,861.0
                             =========== ========= ========= =========


OPERATING INCOME (LOSS)
---------------------------

Electronics Marketing         $    63.6  $   30.5  $  137.2  $   67.7

Technology Solutions               25.8      19.1      74.4      51.2

Corporate                         (15.5)    (13.4)    (39.5)    (31.1)
                               ---------  --------  --------  --------

Consolidated Before
 Restructuring and
 Other Charges                     73.9      36.2     172.1      87.8

Restructuring and Other
 Charges                              -         -     (55.6)   (106.8)
                               ---------  --------  --------  --------

Consolidated                  $    73.9  $   36.2  $  116.5    ($19.0)
                               =========  ========  ========  ========

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Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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