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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee required)
For the fiscal year ended June 30, 1995 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No fee required)
For the transition period from to
Commission file number 1-4224
AVNET, INC.
Exact name of registrant as specified in its charter.
New York 11-1890605
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
80 Cutter Mill Road, Great Neck, New York 11021
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 466-7000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock New York Stock Exchange and
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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 / x / No /____/
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value (approximate) at September 21, 1995 of the
registrant's voting stock held by non-affiliates........$2,313,155,689.
The number of shares of the registrant's Common Stock (net of treasury shares)
outstanding at September 21, 1995....43,287,124 shares.
DOCUMENTS INCORPORATED BY REFERENCE
___________________________________
Certain portions of the Registrant's definitive proxy statement (to be filed
pursuant to Reg. 14A) relating to the Annual Meeting of Shareholders anticipated
to be held November 15, 1995 are incorporated herein by reference in Part III of
this Report.
PART I
ITEM 1. Business
Avnet, Inc., incorporated in New York in 1955, together with its
subsidiaries (the "Company" or "Avnet"), is a leading distributor of electronic
components and computer products sold principally to industrial customers.
Electronic component distributors are a vital link in the chain that connects
suppliers of semiconductors, interconnect products, passives and
electromechanical devices and computer products to original equipment
manufacturers (OEMs) who design and build the complete spectrum of electronic
equipment that utilizes the components. Avnet's primary customers are OEMs,
including military contractors and the military. Components are shipped either
as received from its suppliers or with assembly or other value added. Avnet
adds
value to the components which it sells by customizing them prior to shipment to
meet individual customer specifications. Avnet also produces or distributes
other electronic, electrical and video communications products.
On July 1, 1993 Avnet acquired Hall-Mark Electronics Corporation ("Hall-
Mark") which, together with its subsidiary Allied Electronics, Inc., was the
third largest electronic components distributor in North America. The
acquisition added about 25,000 customers and additional distribution franchises
to Avnet's Electronic Marketing Group.
The industry segments in which Avnet operates are as follows:
1. The Company operates primarily through its Electronic Marketing
Group. The Electronic Marketing Group is engaged in the marketing, assembly,
and/or processing of electronic and electromechanical components and computer
products, principally for industrial as well as for commercial and military use.
It also offers an array of value-added services to its customers, such as
inventory replenishment systems, kitting, connector and cable assembly and
semiconductor programming.
2. The Video Communications Group, consisting of the Company's Channel
Master division, is engaged in the manufacture, assembly and/or marketing of TV
signal processing equipment. Channel Master is a leading manufacturer of DBS
(Direct Broadcast Satellite) TV receiving antennas, conventional TV roof
antennas and commercial satellite antenna systems (CATS).
3. The Electrical and Industrial Group is engaged in the distribution
of electrical motors and motor parts, electronic production line supplies,
industrial supplies, maintenance and repair parts and measuring and control
devices.
The sales, operating income and identifiable assets of the Company's
Electronic Marketing Group (its primary industry segment) and its domestic and
foreign operations, prepared in accordance with Statement of Financial
Accounting
Standards No. 14, are shown in Note 14 to the Company's Consolidated Financial
Statements which appear in Item 14 of this Report.
The following tables set
forth, for each of Avnet's three fiscal years
ended June 30, 1995, July 1, 1994, and June 30, 1993, the approximate amount of
sales and net income of Avnet which is attributable to each industry segment
(after allocation of Corporate results) shown above:
SALES
(in millions of dollars)
Years Ended
June 30, July 1, June 30,
1995 1994 1993
Electronic Marketing $3,873.0 $3,161.5 $1,917.3
Video Communications 246.0 199.4 134.0
Electrical and Industrial 181.0 186.8 186.7
$4,300.0 $3,547.7 $2,238.0
NET INCOME
(in millions of dollars)
Years Ended
June 30, *July 1, June 30,
1995 1994 1993
Electronic Marketing $130.6 94.6 $67.0
Video Communications 10.1 6.1 1.8
Electrical and Industrial (.4) 1.4 .3
$140.3 $102.1 $69.1
* The 1994 net income shown above for the Electronic Marketing and the
Electrical and Industrial Groups are before special charges of $12.3 million
and $1.7 million after tax, respectively, for restructuring and integration
costs and the impact of the retroactive change in U.S. federal income tax
rates. The consolidated net income shown above for 1994 also does not
include the $2.8 million after-tax charge for the cumulative effect of the
change in method of accounting for income taxes.
In 1994, Avnet recorded a special charge of $22.7 million ($13.5 million
after-tax) primarily for restructuring and integration costs associated with the
acquisition of Hall-Mark. As is typical in an acquisition of this type, there
were many duplicate costs at the acquisition date related to excess personnel
performing essentially the same functions, multiple sales offices in close
proximity to one another, excess warehouse and administrative office capacity,
excess furniture, fixtures, machinery and equipment, redundant computer hardware
and software and other items. In addition, many Avnet and Hall-Mark vendors
supplied substantially the same products, resulting in additional
costs of
inventorying redundant parts. Consequently, the Company terminated a
number of supplier relationships even though this caused the value of some
inventory to be non-realizable in the ordinary course of business. In
eliminating some of these duplicate costs, and in order to most effectively
adopt
and assimilate the two companies' best operating and administrative practices,
a number of employee terminations and relocations were also required.
Accordingly, the special charge recorded by the Company in 1994 included
accruals
for severance, real and personal property lease terminations, relocation of
employees, inventory adjustments related to supplier terminations and other
items.
Electronic Marketing Group
The Electronic Marketing Group continues to be the dominant group and
principal industry segment in Avnet, accounting for 90% of Avnet's sales and 93%
of its earnings in 1995.
Hamilton Hallmark, Avnet's Computer Marketing Group and Time Electronics
are the largest operations in the Group, accounting for approximately 76% of the
Group's 1995 sales. The remaining 24% of sales was accounted for by Allied
Electronics, Penstock, Avnet Cable Technologies and by Avnet EMG International
consisting of Avnet EMG UK, Avnet EMG France, Avnet Nortec, Avnet E2000, Avnet
Italy, Avnet Lyco, BFI-IBEXSA and Avnet WKK Components.
As of June 30, 1995, the Group had about 247 locations in the United
States, Canada, Europe and the Far East, many of which contain sales,
warehousing
and administrative functions for multiple business units. In addition, the
Group
has a small number of stores in customers' facilities.
Hamilton Hallmark is a distributor of semiconductors, computer products,
connectors, passives and electromechanical products for industrial, commercial
and military use. It is franchised by the top five United States semiconductor
manufacturers: Advanced Micro Devices, Intel, Motorola, National Semiconductor
and Texas Instruments. Hamilton Hallmark's customers are principally computer,
telecommunications and aerospace OEMs. Hamilton Hallmark's sales for 1995
totaled
$2.030 billion, accounting for approximately 52% of Electronic Marketing Group
sales. The following are its principal suppliers:
1. Semiconductors: Advanced Micro Devices, Analog Devices, Harris,
Hewlett-Packard, Integrated Device Technology, Intel, LSI Logic,
Motorola, Micron Semiconductor, National Semiconductor,
Philips/Signetics, Texas Instruments and Xilinx.
2. Computer Products: Adaptec, Connor Peripherals, Hewlett-Packard,
IBM, Intel, Maxtor, Seagate and SyQuest.
3. Connectors: AMP, Augat, Bendix, Dale/Vishay, Matrix, Molex, and
3M.
4. Passives and Electromechanical Devices: Bourns, Dale/Vishay,
Globe, AVX/Kyocera, Philips and Vishay/Sprague.
Avnet's Computer Marketing Group is an international distributor of
computer products to value-added resellers and end users. As a result of the
acquisition of Hall-Mark Electronics, two independent business units, Avnet
Computer and Hall-Mark Computer Products, now operate together as Avnet's
Computer Marketing Group. Avnet Computer sells computer systems and products
primarily to end users. Hall-Mark Computer Products concentrates on sales of
peripherals and components to the reseller channel. The Computer Marketing
Group's sales for 1995 totaled $630 million, accounting for approximately 16% of
Electronic Marketing Group sales. The following are the Computer Marketing
Group's principal suppliers:
Apple, AT&T, Data General, Diamond Flower, Digital Equipment,
Exabyte, Hewlett-Packard, IBM, Intel, Maxtor, Micropolis, Motorola UDS,
Multitech, Okidata, Seagate Technology, Standard Microsystems, Tecmar,
Texas Instruments, UNISYS and Wyse Technology.
Time Electronics is the world's leading distributor of interconnect
products including value-added connectors, electro- mechanical and passive
components and cable assembly services. Time also distributes semiconductors.
Time's customers are principally industrial and military/aerospace OEMs. Time's
sales for 1995 totaled $304 million, accounting for approximately 8% of
Electronic Marketing Group sales in 1995. The following are Time's principal
suppliers:
1. Connectors: AMP, Augat, ELCO, G&H Technology, ITT Cannon, Kings,
Matrix Science, Molex, Pyle-National, Robinson Nugent, 3M and T&B
Ansley.
2. Passives and Electromechanical Devices: AVX/Kyocera, Bourns,
Cherry, Comair Rotron, Communications Instruments, CTS, Cutler-
Hammer, Globe, Grayhill, Leach, Murata-Erie, NDK America,
Nichicon, Philips, Teledyne, Valor and Vishay.
3. Semiconductors: Mosel-Vitelic, Motorola, National Semiconductor,
Powerex and WSI.
Allied Electronics, Inc. is a broad line industrial distributor of active
and passive electronic components, test equipment and electronic equipment which
it sells by means of its catalog and telesales operations. Allied's principal
customers are maintenance and repair organizations (MRO) as well as research
and
development and engineering departments of OEMs. Allied's 1995 sales represented
approximately 3% of Electronic Marketing Group sales.
In July 1994, the Company acquired Pen-Stock, Inc.(Penstock), the leading
technical specialist distributor of microwave and radio frequency products and
value-added services in the United States. In May
1995, the Company acquired
Sertek, Inc., a leading technical specialist
distributor of microwave and radio frequency products in the southwest United
States. Sertek was combined with Penstock after its acquisition. Penstock's
1995
sales represented approximately 2% of Electronic Marketing Group Sales.
Penstock's principal product lines and principal suppliers are:
1. Semiconductors: Comlinear, FDK, Hewlett-Packard, H/P
/Avantek, M/A-COM, Motorola, Raltron, Sawtek and SGS-
Thomson.
2. Computers: APG Cash Drawer, Cherry, Cognitive Solutions, DH Print,
Hewlett-Packard, Metrologic, Percon, Star Micronics and Welch
Allyn.
3. Connectors: Amphenol, Anitsu/Wiltron, E.F. Johnson and M/A-COM.
4. Passives and Electromechanical Devices: FDK, Johanson, M/A-COM,
Precision Tube, RF Prime, Toko and Tusonix.
In December 1994, the Company completed its acquisition of the Flippin,
Arkansas cable assembly operation of LaBarge Inc. This operation, now known as
Avnet Cable Technologies, provides cable assemblies to major computer and
medical
equipment manufacturers as well as to other users of complex cable assemblies.
The Electronic Marketing Group's international activities outside of North
America are conducted by Avnet EMG International, with operations in Europe and
the Asia/Pacific region. Avnet EMG International's sales for 1995 accounted for
approximately 19% of Electronic Marketing Group sales. Avnet created its
international operations through a series of acquisitions beginning in June 1991
with Avnet Access (formerly known as The Access Group), a United Kingdom
electronics distributor based in Letchworth, England. In April 1992, the
Company
acquired Avnet Composants (formerly known as FHTec Composants), a French
electronics distributor based in Chatillon, France. In July 1992, the Company
acquired Avnet Nortec (formerly known as The Nortec Group), the leading
Scandinavian electronics distributor with operations in Sweden, Norway, Denmark,
Finland and Estonia. In January 1993, the Company acquired Avnet E2000
(formerly
known as Electronic 2000 AG), a leading German electronics distributor with
operations in Germany, Austria and Switzerland. In September 1993, the Company
acquired Avnet Adelsy (formerly known as The Adelsy division of General Music
S.p.A.), an Italian electronics distributor based in Milan, Italy and in March
1994, the Company acquired Avnet DeMico (formerly known as DeMico S.p.A.),
another Italian electronics distributor based in Milan, Italy. In addition to
the
acquisitions described above, the Company has created Avnet Time operations in
certain locations, which specialize in interconnect products including value-
added connectors, electromechanical and passive components and cable assembly
services. There are currently Avnet Time locations in the U.K., France and
Germany.
Since July 1, 1994, the Company has added five new operations to Avnet EMG
International - three in Europe and two in the Asia/Pacific region. In January
1995, the Company acquired Lyco Limited, an Ireland-based electronic components
distributor and provider of programming services, and also acquired a 70%
interest in WKK Semiconductors, Ltd. (now known as Avnet WKK Components), a Hong
Kong-based electronic components distributor with operations in Hong Kong and
the
People's Republic of China. In April 1995, the Company acquired CK
Electronique,
the largest independent programming company in France, which provides various
services including component programming, testing and taping. In April 1995,
the
Company completed the acquisition of BFI-IBEXSA International, Inc., the leading
pan-European technical specialist distributor of microwave and radio frequency
components, magnetic sensors, connecting devices and other specialty components.
Subsequent to the end of the fiscal year, in July 1995, the Company
completed the acquisition of VSI Electronics consisting of VSI Electronics
(Australia) PTY Ltd., an Australian electronic components distributor, and VSI
Electronics (NZ) Ltd., a New Zealand based electronic components distributor.
Avnet Access concentrates on the sale of semiconductors, and its principal
suppliers are as follows:
Advanced Micro Devices, Analog Devices, Harris, Hewlett-Packard,
Integrated Device Technology, Intel, Motorola, National Semiconductor,
Philips, SGS Thomson, Texas Instruments, Toshiba and Xilinx.
In September 1992, Avnet Time commenced operations in the United Kingdom
as a distributor of connectors and passives and electromechanical devices with
the following principal suppliers:
1. Connectors: AMP, Amphenol, Augat, ITT Cannon, Molex, Thomas &
Betts and 3M.
2. Passives and Electromechanical Devices: AVX/Kyocera, Bourns,
Murata, Philips, and Vishay.
The following are the principal product lines and principal suppliers of
Avnet EMG France, including Avnet Composants, Avnet Time and CK Electronique:
1. Semiconductors: Advanced Micro Devices, Analog Devices, Dallas,
Harris, Hewlett-Packard, Integrated Device Technology, Intel,
Lattice, Motorola, National Semiconductor, Philips, Texas
Instruments, Toshiba, SGS Thomson and Xilinx.
2. Connectors: AMP, Amphenol, Augat, Berg, ITT Cannon, Molex,
Panduit, Spectrum Control and 3M.
3. Passives and Electromechanical Devices: AVX/Kyocera, Bourns,
Grayhill, Hewlett-Packard, IEE, Kinseki, Murata, Optek, Optrex,
Philips, Quality Technology, Redpoint and Toshiba.
The following are the principal product lines and principal suppliers of
Avnet Nortec:
1. Semiconductors: Advanced Micro Devices, Harris, Hewlett-Packard,
Integrated Device Technology, Intel, Motorola, National
Semiconductor, Texas Instruments and Quality Technology.
2. Connectors: Augat, Molex and Thomas & Betts.
3. Computer Products: Intel and Motorola.
4. Passives and Electromechanical Devices: Bourns, Grayhill, MMCC,
Optrex and Schaffner.
The following are the principal product lines and principal suppliers of
Avnet E2000 and its Avnet Time unit:
1. Semiconductors: Advanced Micro Devices, Hewlett-Packard, Integrated
Device Technology, Intel, Lattice, Motorola, National
Semiconductor, Philips, Siemens, Texas Instruments, Toshiba, Xicor,
and Xilinx.
2. Connectors: AMP, Augat, ITT Cannon and Molex.
3. Passives and Electromechanical Devices: AVX/Kyocera, Bourns,
Murata and Philips.
The following are the principal product lines and principal suppliers of
Avnet Italy including Avnet Adelsy and Avnet DeMico:
1. Semiconductors: Advanced Micro Devices, Analog Devices, Hewlett-
Packard, Integrated Device Technology, Intel, Lattice, Mitsubishi,
Motorola, National Semiconductor, Philips, Texas Instruments,
Toshiba and Xicor.
2. Connectors: Augat, ELCO, ITT Cannon, Molex, Robinson Nugent and 3M.
3. Computer Products: Analog Devices, Digital, Standard Microsystems.
4. Passives and Electromechanical Devices: AVX/Kyocera, Kemet,
Philips, Rubycon and Schurter.
The following are the principal product lines and principal suppliers of
Avnet Lyco (formerly known as Lyco Limited):
1. Semiconductors: Advanced Micro Devices, Hewlett-Packard, Intel,
Motorola, National Semiconductor and Texas Instruments.
2. Connectors: AMP, Augat, Molex and 3M.
3. Passives and Electromechanical Devices: AVX/Kyocera, Bourns,
Murata, and Philips.
Avnet WKK Components' (formerly known as WKK
Semiconductor, Ltd.)
principal product lines and principal suppliers are:
1. Semiconductors: Advanced Micro Devices, Chips & Technologies,
Daewoo, Motorola, Motorola-China and National Semiconductor.
2. Connectors: HIROSE
BFI-IBEXSA's principal product lines and principal suppliers are:
1. Semiconductors: Hewlett-Packard, M/A-COM, NTT Electronics and
Standard Telecom.
2. Connectors: HIROSE, M/A-COM and Phoenix.
3. Passives and Electromechanical Devices: Brush Wellman, Fenwall,
Lucas Weinshel, M/A-COM, Magnetics, Micrometals, Sawtek and
Shibaura.
Avnet VSI's principal product lines and principal suppliers are:
1. Semiconductors: Allegro, Advanced Micro Devices, CML, Harris,
Hewlett-Packard, Hyundai, Motorola, NEC, Seiko, Sipex and Texas
Instruments.
2. Connectors: HIROSE, M/A-COM and Phoenix.
3. Passives and Electromechanical Devices: AVX/Kyocera, Bourns, NEC,
Nichicon, Panasonic, Samhwa, Sanyo Denki, Schrack, Swann, Teledyne
and UCC.
Most of the Electronic Marketing Group's product lines are covered by
nonexclusive distributor agreements with suppliers, cancelable upon 30 to 180
days notice. Most of these agreements provide for the periodic return to the
supplier of obsolete inventory and the return of all standard inventory upon
termination of the contract.
The Electronic Marketing Group accounted for 90%, 89% and 86% of Avnet's
consolidated sales in 1995, 1994 and 1993, respectively. The Electronic
Marketing Group's sales by major product class for the last three years is as
follows:
Years Ended
June 30, July 1, June 30,
($ in Millions) 1995 1994 1993
Semiconductors $2,417.2 $2,017.8 $1,103.2
Computer products 733.0 561.6 355.4
Connectors 372.3 317.9 249.6
Passives and electro-
mechanical devices 350.5 264.2 209.1
$3,873.0 $3,161.5 $1,917.3
All the items sold by the Group are in highly competitive fields. With
regard to many of its product lines, the Group may be in competition not only
with other distributors but also with its own sources of supply. Central to the
business of Avnet and the distribution industry as a whole is the carrying of a
significant amount of inventory to meet rapid delivery requirements of
customers.
Avnet enhances its competitive situation by offering a variety of value-added
services which entails the performance of services and/or processes tailored to
individual customer specifications and business needs such as point of use
replenishment, testing, assembly and material management.
Video Communications Group
The Video Communications Group, which consists of the Channel Master
companies located in the U.S. and the United Kingdom, principally designs,
develops and manufactures TV signal processing equipment. Its sales in 1995
were $246.0 million or approximately 6% of Avnet's consolidated revenues.
Channel Master is primarily a manufacturer/distributor of TV antennas, TV
rotators and home satellite TV signal receiving and descrambling systems. Its
products are used by home TV viewers and the SMATV (Satellite Master Antenna TV)
and CATV (Community Antenna TV -- also known as cable TV) industries. Channel
Master produces antennas for DBS (Direct Broadcast Satellite) projects
worldwide. Channel Master has two principal manufacturing facilities, one
each in the U.S.and England.
Over the 1990 through 1993 fiscal-year periods, Avnet closed down its
audio equipment and satellite receiver manufacturing businesses in the Far East.
However, Channel Master continues to manufacture certain proprietary TV signal
amplifying and electronic equipment in Taiwan.
The required materials used in manufacturing Channel Master's products are
purchased from many suppliers (except for TV rotators, which are purchased from
a single supply source). Channel Master has no long-term supply contracts.
All the items sold by Channel Master are in highly competitive fields.
Electrical and Industrial Group
Avnet's Electrical and Industrial Group operates primarily in the
electrical and electronic industrial equipment distribution industry and in the
industrial maintenance and repair fields. The Group currently consists of three
units, Brownell Electro, Avnet Industrial and Avnet Supply which together with
their various divisions operate under the Brownell Electro, Inc. subsidiary of
Avnet (hereinafter referred to as Brownell, Avnet Industrial and Avnet Supply,
respectively). The Group's 1995 sales of $181.0 million represented 4% of
Avnet's total sales.
In July 1995, the Company entered into a contract to sell its Brownell
business and expects to complete the divestiture in the first quarter of 1996.
Brownell distributes electric motors, electrical insulation and magnet wire and
supplies parts, such as bearings, switches and electrical tapes for the
rebuilding and replacement of industrial air conditioning, refrigeration,
heating, ventilation and appliance motors through a network of 28 facilities
throughout the U.S. Its electric motors are sold principally under its Leland-
Faraday trademark. In addition, electric motors and motor parts made by the
major electric motor and control manufacturers are stocked, delivered and
serviced from Brownell's distribution and service centers.
Avnet Industrial supplies the industrial, commercial, institutional,
agricultural, governmental, mining and utility markets with a broad line of
industrial maintenance and factory supplies, many under its Mechanics Choice
trademark. It also distributes limit switches, interval timers,
photoelectronics, industrial display and control instruments, oscilloscopes and
analog and digital meters and it maintains laboratories and service stations for
their repair and recalibration.
Avnet Supply, a startup business launched in August 1995, provides
electronic production line supplies to the OEM/Electronics Production Line
markets. Production line consumable and accessories available through Avnet
Supply include adhesives and sealants, silicones, solders and chemicals, static
control, tapes, tools and equipment and tubing and sleeving.
In March 1995, the Company sold its Freeman Products operating unit.
Freeman Products, a trophy manufacturing business, had five sales facilities
across the United States.
The products which are distributed by this Group compete with the products
of other companies which sell parts to the industrial and repair markets and
with the product lines of many local and national distributors and jobbers.
Number of Employees
At June 30, 1995, Avnet had approximately 9,000 employees.
ITEM 2. Properties
As of June 30, 1995, Avnet owned or leased approximately 4,280,000 square
feet of space for its principal office, warehouse, distribution, assembly,
manufacturing, engineering and research facilities. Approximately 60% of the
space was used by the Electronic Marketing Group. The Video Communications
Group used approximately 25% of the space, the Electrical and Industrial
Group used approximately 14% of the space and the Corporate office used
approximately 1% of the space. Avnet also owned or leased approximately
227,083 square feet of space which was subleased to others. Of the total
space owned or leased, approximately 87% was located in the United States.
ITEM 3.Legal Proceedings
In the opinion of management, based on all known facts, there are no legal
proceedings which the Company is required to report. However, as previously
reported, the Company is a potentially responsible party ("PRP") or has received
claims for indemnity in several environmental cleanups under the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"). In
particular, Avnet is one of approximately 14 PRPs subject to an administrative
order issued by the Environmental Protection Agency ("EPA") pursuant to section
106 of CERCLA in connection with the cleanup of a National Priorities List site
in North Smithfield, Rhode Island. Avnet's connection with the Rhode Island
site arises from the alleged disposal of hazardous material at the site by
its former Miller Electric and Carol Cable Company divisions which were sold
in 1981. Also, real estate owned by the Video Communications Group in
Oxford, North Carolina is listed on the EPA's National Priorities List, and the
Company and the prior ownerof the site have entered into a Consent Decree with
the EPA pursuant to which the parties have agreed to clean up the site.
Additional information about this site and other sites is set forth on pages
24 and 25 of this Report.
ITEM 4. Submission of Matters to a Vote of Security Holders
None to be reported.
ITEM 4A. Executive Officers of the Company
The current executive officers of the Company are:
Name Age Office
Leon Machiz 71 Chairman of the Board, Chief Executive Officer and
Director
Roy Vallee 43 President, Chief Operating Officer, Vice Chairman
of the Board and Director
Sylvester D. Herlihy 68 Senior Vice President, Secretary and Director
David R. Birk 48 Senior Vice President and General Counsel
Anthony T. DeLuca 45 Senior Vice President and Chief Information
Officer
Burton Katz 53 Senior Vice President
Raymond Sadowski 41 Senior Vice President, Chief Financial Officer
and Assistant Secretary
Joseph W. Semmer 58 Senior Vice President
Keith Williams 47 Senior Vice President and Director
John A. Carfora 49 Vice President
Steven C. Church 46 Vice President
John T. Clark 41 Vice President
Patrick Jewett 50 Vice President
Donald E. Sweet 58 Vice President
Morton M. Vogel 65 Vice President
Richard Ward 55 Vice President
John F. Cole 53 Controller
Stephanie A. Wagoner 36 Treasurer
Bruce Evashevski 52 Electronic Marketing Group Senior Vice President
of Finance
Mr. Machiz has been Chairman of the Board and Chief Executive Officer
since December 1988.
Mr. Vallee has been Vice Chairman of the Board since November 1992,
President and Chief Operating Officer since March 1992, and a member of Avnet's
Board of Directors since November 1991. Prior thereto, he was a senior
executive of Avnet's Electronic Marketing Group.
For more than five years, (1) Mr. Herlihy has been principally engaged as
an executive of the business operations presently conducted by Avnet's Video
Communications Group, (2) Messrs. Church, Clark, Jewett, Katz, Sweet and Ward
have been principally engaged as executives of certain of the business
operations presently conducted by Avnet's Electronic Marketing Group and
(3) Mr. Vogel has been Vice President, Risk Management.
For the past five years, Mr. DeLuca has been Vice President and, since
November 1990, Senior Vice President and Chief Information Officer.
For more than five years, Mr. Birk has been Vice President and General
Counsel, and since November 1992, Senior Vice President.
Mr. Carfora has been Vice President, Taxes since November 1991. Prior to
November 1991, he was Avnet's Director of Taxes.
Mr. Sadowski became Senior Vice President in November 1992 and Chief
Financial Officer in February 1993. He was previously Avnet's Vice President
and Controller.
Before becoming Avnet's Controller in February 1993, Mr. Cole served for
more than five years as Controller of Avnet's Brownell Electro, Inc. subsidiary.
Mr. Williams was the Managing Director of The Access Group, Ltd. for more
than five years before Avnet acquired this U.K. corporation in June 1991. He
became President of Avnet EMG Europe and Vice President of Avnet in November
1992, Director of Avnet's International Operations in October 1993, Senior Vice
President of Avnet in November 1993, and a member of Avnet's Board of Directors
in November 1994.
Before becoming Avnet's Treasurer in February 1993, Ms. Wagoner served as
the Assistant Treasurer.
Before joining Avnet's Electronic Marketing Group on July 1, 1993,(1) Mr.
Semmer, was President, Director and Chief Executive Officer of Hall-Mark
Electronics Corp. and (2) Mr. Evashevski was Vice President, Treasurer and Chief
Financial Officer and a Director of Hall-Mark Electronics Corp. Mr. Semmer
became a Vice President of Avnet on September 22, 1993 and a Senior Vice
President of Avnet in March 1994.
Officers of the Company are generally elected each year at the meeting of
the Board of Directors following the annual meeting of shareholders and hold
office until the next such annual meeting or until their earlier death,
resignation or removal.
PART II
ITEM 5. Market for Registrant's Common Equity
and Related Stockholder Matters
Market price per share.
The Company's common stock is listed on the New York Stock Exchange and the
Pacific Stock Exchange. Quarterly market prices (as reported in the
consolidated reporting system for issues listed on the New York Stock Exchange)
for the last two fiscal years were:
Fiscal 1995 1994
Quarters High Low High Low
1st 38 3/8 31 1/2 42 1/4 31 1/4
2nd 39 33 3/4 41 5/8 34 1/2
3rd 42 3/4 35 3/4 45 36 3/4
4th 49 3/4 39 7/8 40 30 3/4
Record Holders.
As of September 21, 1995, there were approximately 5,893 record holders
of Avnet's common stock.
Dividends declared per share.
The declared cash dividend on the common stock was 15 cents per share
during each quarter in fiscal 1995 and 1994.
ITEM 6. Selected Financial Data*
(In $ millions except for per share and ratio data)
Years Ended
June 30, July 1, June 30, June 30, June 30,
1995 1994 1993 1992 1991
Income:
Sales $4,300.0 $3,547.7 $2,238.0 $1,759.0 $1,740.8
Gross profit 816.4 696.1 486.8 408.3 422.5
Operating income 261.5 164.8(a) 102.8 69.6 86.7
Income taxes 103.1 66.7 45.1 32.9 38.4
Earnings 140.3 85.3(a) 69.1 50.5 61.6
Financial Position:
Working capital 1,057.1 888.0 803.1 848.9 858.9
Total assets 2,125.6 1,787.7 1,247.3 1,242.7 1,181.5
Total debt 419.5 303.1 106.7 175.7 202.4
Shareholders'
equity 1,239.4 1,108.5 868.2 837.2 801.4
Per Share:
Earnings 3.32 2.09(a) 1.91 1.42 1.72
Dividends .60 .60 .60 .60 .60
Book value 30.38 27.26 24.35 23.56 22.60
Ratios:
Operating income
margin on sales 6.1% 4.6%(a) 4.6% 4.0% 5.0%
Profit margin on
sales 3.3% 2.4%(a) 3.1% 2.9% 3.5%
Return on equity 12.0% 8.0%(a) 8.1% 6.2% 7.9%
Return on capital 10.1% 7.0%(a) 7.6% 5.8% 7.1%
Quick 1.6:1 1.7:1 2.1:1 2.7:1 3.3:1
Working capital 3.3:1 3.4:1 3.9:1 4.7:1 5.8:1
Total debt to
capital 25.3% 21.5% 10.9% 17.3% 20.2%
(a After special charges of $16.8 ($.41 per share) for (i) restructuring and
integration charges ($13.5 or $.33 per share), (ii) the retroactive impact
of the change in U.S. tax rates ($0.5 or $.01 per share) and
(iii) the cumulative effect
of a change in the method of accounting for income taxes
($2.8 or $.07 per share).
* The selected financial data shown above for fiscal years prior to 1994
does not include data for Hall-Mark.
ITEM 7. Management's Discussion and Analysis
For an understanding of the significant factors that influenced the
Company's performance during the past three years, the following discussion
should be read in conjunction with the consolidated financial statements,
including the related notes, and other information appearing elsewhere in this
report.
On July 1, 1993, Avnet completed its acquisition of all of the stock of
Hall-Mark Electronics Corporation, including its wholly-owned subsidiary Allied
Electronics, Inc. (together referred to as "Hall-Mark"), pursuant to an
Agreement
and Plan of Merger dated April 20, 1993. Prior to the acquisition, Hall-Mark
was the nation's third largest distributor of electronic components. Except
where noted, Hall-Mark is not included in the discussion and analysis
relating to fiscal year 1993.
Since July 1, 1994, the Company has completed eight acquisitions for the
Electronic Marketing Group--three each in the United States and Europe and two
in the Asia/Pacific region. These acquisitions, seven of which were completed
during 1995 and one of which was completed subsequent to June 30, 1995, are
discussed earlier in this report and in Note 2 of the Notes to Consolidated
Financial Statements.
Results of Operations
Results of operations during the last three years are shown on page four
of this report. An analysis of the results for those years follows.
Consolidated
Consolidated sales were a record $4.300 billion in 1995 or 21% higher than
the $3.548 billion in 1994. This increase in consolidated sales was due
primarily to sales growth at the Electronic Marketing Group's Hamilton
Hallmark, Computer Marketing Group and Avnet Europe operations and at the
Channel Master division. Of the $752 million sales increase, approximately
$119 million was contributed by operations acquired during 1995. Without
such sales, consolidated sales would have been approximately 18% higher
than in 1994. During each quarter of 1995,sales were higher than in the
corresponding quarter of 1994. Average daily sales,including Hall-Mark
on a proforma basis in 1993 and 1992, have increased in each quarter since
the second quarter of 1992 with the exception of the third quarter of 1994
when average daily sales were slightly below those for the second quarter
of 1994.
Consolidated sales of $3.548 billion in 1994 were 59% higher than the
$2.238 billion in 1993 and 19% higher if Hall-Mark's comparable periods sales of
$744 million were included in Avnet's 1993 results.
Gross profit margins were 19.0%, 19.6% and 21.8% in 1995, 1994 and 1993,
respectively. This downward trend is due primarily to increased sales of
microprocessors, which have lower gross margins
than other products sold in
the Company's product line, and the competitive environment in the
electronic distribution marketplace. However, as described below, decreases
in operating expenses as a percentage of sales more than offset the impact of
declining gross profit margins, resulting in sequentially higher
operating income as a percentage of sales during the last three years.
Although operating expenses in absolute dollars were sequentially higher
during the last three years, they decreased significantly as a percentage of
sales and as a percentage of gross profit on a sequential basis. Excluding the
1994 special charge referred to below, the Company reduced operating expenses as
a percentage of sales to 12.9% in 1995 as compared with 14.3% and 17.2% in 1994
and 1993, respectively. Operating expenses as a percentage of gross profit were
68.0% in 1995 as compared with 73.1% and 78.9% in 1994 and 1993, respectively.
This improvement was due to the Company's continuing efforts toward improving
operating efficiencies and the economies of scale and synergies resulting from
the acquisition of Hall-Mark. As a result, operating income in 1995 was a
record $261.5 million as compared with $187.5 million (before special
charges) and $102.8 million in 1994 and 1993, respectively. Operating income
as a percentage of sales increased to 6.1% in 1995 as compared
with 5.3% and 4.6% in 1994 and 1993, respectively.
During the first quarter of 1994, the Company recorded a special charge of
$22.7 million ($13.5 million after-tax) for restructuring and integration costs
associated with the July 1, 1993 acquisition of Hall-Mark and the restructuring
of the Electrical and Industrial Group. These costs included accruals for
severance, real and personal property lease terminations, relocation of
employees, inventory adjustments related to supplier terminations and other
items.
Investment and other income was $5.1 million in 1995 as compared with $4.8
million and $20.4 million in 1994 and 1993, respectively. The substantial
decrease in 1995 and 1994 as compared with 1993 was due primarily to a reduction
in investment income as the Company liquidated its marketable securities
portfolio to fund a portion of the acquisition cost of Hall-Mark.
Interest expense was $23.2 million in 1995, as compared with $14.7 million
and $9.0 million in 1994 and 1993, respectively. The increase in interest
expense over the last two years is primarily attributable to an increase in
borrowings to fund the additional working capital requirements needed to support
the growth in business and to fund the Company's acquisition program, as well as
to an increase in interest rates.
The Company's effective tax rate was 42.4% in 1995 as compared with 43.1%
(before taking into account the cumulative effect of the change in the method of
accounting for income taxes) and 39.5% in 1994 and 1993, respectively. The
increase in 1995 and 1994 as compared with 1993 was due primarily to the impact
of the non-deductible amortization of goodwill (which amount rose significantly
as a result of the Hall-Mark acquisition), the 1% increase, from 34% to 35%, in
the U.S. federal statutory tax rate
and the $0.5 million recorded in 1994 for the impact of the retroactive increase
in federal income tax rates enacted in fiscal 1994 as it related to fiscal 1993
income. The 0.7% decrease in 1995 as compared with 1994 was due primarily to
the significant increase in pre-tax income as compared with the relatively small
increase in the amount of non-deductible goodwill amortization.
As a result of the above, net income in 1995 was a record $140.3 million
as compared with the $102.1 million (before special charges) and $69.1 million
in 1994 and 1993, respectively. Net income as a percentage of sales was 3.3% in
1995 as compared with 2.9% (before special charges) and 3.1% in 1994 and 1993,
respectively. During the first quarter of 1994, the Company recorded special
charges of $16.8 million after-tax. These charges included $13.5 million-after-
tax for restructuring and integration costs associated with the acquisition of
Hall-Mark and the restructuring of the Electrical and Industrial Group and $0.5
million for the impact of the retroactive increase in federal income tax rates
enacted in fiscal 1994 as it related to fiscal 1993 income. Additionally, in
the first quarter of 1994, the Company adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 109 "Accounting for Income Taxes" and
recognized a charge for the cumulative effect of the change in accounting
principle in the amount of $2.8 million. After those special charges, net
income in 1994 was $85.3 million.
As the Company has continued to increase its investment in foreign
operations, the impact associated with the volatility of foreign currency
exchange rates has become more apparent. The translation into U.S. dollars of
the financial statements of the Company's foreign subsidiaries resulted in a
$10.5 million and $4.6 million credit in 1995 and 1994, respectively, and a
$20.1 million charge in 1993 which, in accordance with generally accepted
accounting principles, were recorded directly to shareholders' equity.
The credits in 1995 and 1994 were due primarily to the strengthening of the
French, German, Swedish and U.K. currencies against the U.S. dollar and
the charge in 1993 was due primarily to the weakening of the U.K.,
French and Swedish currencies against the U.S. dollar.
Electronic Marketing
The Electronic Marketing Group's sales in 1995 were $3.873 billion, or 90%
of consolidated sales, up 23% as compared with sales of $3.162 billion, or 89%
of consolidated sales, in 1994. Each of the Group's operating units posted
double digit percentage sales increases in 1995 as compared with 1994. Of the
$711 million sales increase, $119 million was contributed by operations acquired
during 1995. Without such sales, the Group's sales would have been
approximately 19% higher than in 1994. Sales of Hamilton Hallmark, the
largest unit in the Group, the Computer Marketing Group, Time Electronics and
Allied were up 11%,27%, 10% and 29%, respectively, as compared with 1994
sales. The Group's International operations outside of North America had
sales of $734 million, up almost 50% as compared with 1994.
The Group's 1994 sales were $3.162 billion up 65% as compared
with sales of $1.917 billion, or 86% of consolidated, in 1993 and up almost 19%
when 1993 sales are adjusted proforma to include Hall-Mark's comparable period
sales. The increase in sales in 1994 was due to growth at Hamilton Hallmark,
primarily as a result of the acquisition of Hall-Mark, and growth in the
Computer Marketing Group and European operations. Sales of Hamilton
Hallmark, the largest unit in the Group, and the Computer Marketing Group
were up 13% and 15% respectively, as compared with 1993 sales adjusted to
include Hall-Mark on a proforma basis. The Group's European operations
had sales of almost $500 million, up over 60% as compared with 1993.
Excluding the 1994 sales of Avnet Adelsy and Avnet DeMico, which were
acquired in 1994, and the 1994 and 1993 sales of Avnet E2000, which was
acquired in mid-1993, sales for the Group's European
operations in 1994 were up over 40% as compared with 1993. Allied Electronics,
which was acquired as part of the Hall-Mark acquisition, experienced a 25%
increase in sales in 1994 as compared with 1993. Sales of Time Electronics were
up almost 7% during the same period.
In 1995, sales of semiconductors, computer products, connectors, and
passives and electromechanical devices were higher than in 1994, representing
62%, 19%, 10% and 9%, respectively, of Group sales as compared with 64%, 18%,
10% and 8%, respectively, in 1994.
The Electronic Marketing Group's gross profit margins were lower by 0.5%
of sales in 1995 as compared with 1994, which in turn were lower by about 2.0%
of sales as compared with 1993. These sequential reductions were due primarily
to competitive pressures and increasing sales of lower margin microprocessors.
However, increased operating efficiencies due to the economies of scale and
synergies resulting from the Hall-Mark acquisition and the Company's continued
emphasis on cost reduction resulted in decreases in operating expenses (before
special charges) as a percentage of sales. These sequential decreases in
operating expenses as a percentage of sales more than offset the decrease in
gross margins in 1995 as compared with 1994 and in 1994 as compared with 1993.
The Group's effective tax rate increased from 1993 due primarily to the impact
of the increase in the non-deductible amortization of goodwill from the
Hall-Mark
acquisition and the 1% increase in the U.S. federal statutory tax rate. Net
income of the Group in 1995 was $130.6 million as compared with $94.6 million
(before special charges) and $67.0 million in 1994 and 1993, respectively. The
Group's net profit margins were 3.4%, 3.0% (before special charges) and 3.5% in
1995, 1994 and 1993, respectively.
In the first quarter of 1994, the Group's results were negatively impacted
by special charges of $11.8 million after-tax for restructuring and integration
costs associated with the acquisition of Hall-Mark and $0.5 million for the
impact of the retroactive increase in federal income tax rates enacted in 1994
as it related to 1993 income. Net income of the Group in 1994 after the $12.3
million after-tax special charges was $82.3 million.
Video Communications
Group sales in 1995 were $246.0 million compared with $199.4 million and
$134.0 million in 1994 and 1993, respectively, and represented about 6% of
consolidated sales in each of those three years. The $46.6 million, or 23%,
increase in 1995 sales as compared with 1994 was primarily the result of a
significant increase in the sales of DBS (Direct Broadcast Satellite) antennas,
whereas the $65.4 million, or 49%, increase in 1994 sales as compared with 1993
was primarily the result of a significant increase in the sales of modular
descrambler equipment. Gross profit margins in 1995 were higher than in 1994
and 1993 due to the increase in sales of higher margin DBS antennas. Operating
expenses as a percentage of sales also trended downward in the last three years
as a result of the significant increase in sales.
Net income of the Group in 1995 was $10.1 million as compared with $6.1
million and $1.8 million in 1994 and 1993, respectively. The Group's net profit
margins were 4.1%, 3.0% and 1.3% in 1995, 1994 and 1993, respectively.
Electrical and Industrial
Group sales in 1995 were $181.0 million as compared with $186.8 million
and $186.7 million in 1994 and 1993, respectively. Group sales represented
about 4% of consolidated sales in 1995 as compared with 5% and 8% in the prior
two years, respectively. During the third quarter of 1995, the Company
disposed of its Freeman Products operation without any material impact on net
income. In July 1995, the Company entered into an agreement to sell the motor,
motor repair shop and OEM distribution business of Brownell Electro, Inc.
The Company will retain the Avnet Industrial and Avnet Supply businesses.
The disposition, which is expected to close in the first quarter of 1996,
is not expected to have a material impact on the Company's financial
condition or results of operations. The Group posted a net loss of
$0.4 million in 1995 as compared with net income of $1.4 million
(before a $1.7 million after-tax restructuring charge) and $0.3
million in 1994 and 1993, respectively. The Group's net profit (loss) margin
was (0.3%) in 1995 as compared with 0.7% (before restructuring charges)
and 0.2% in 1994 and 1993, respectively.
Liquidity and Capital Resources
Over the last three years, cash generated from income before depreciation,
amortization and other non-cash items amounted to $420.7 million. During that
period, $333.7 million was used for working capital needs resulting in $87.0
million of net cash flows from operations. In addition, $150.9 million, net,
was needed for other normal business operations including purchases of property,
plant and equipment ($87.1 million) and dividends ($69.4 million), offset by
cash generated from other immaterial items ($5.6 million). This resulted
in $63.9 million being used for normal business operations. During that
three-year period, the Company also used $498.6 million, net, for
acquisitions, the redemption and repurchase of debentures and the repayment
of other debt. This overall use of cash of $562.5 million was financed by
$299.8
million raised from additional borrowings, $255.1 million generated from the
liquidation of interest-bearing investments and the use of $7.6 million of
available cash.
In 1995, the Company generated $200.2 million from income before
depreciation, amortization and other non-cash items, and used $185.8 million for
working capital needs resulting in $14.4 million of net cash flows from
operations. In addition, the Company used $65.5 million for other normal
business operations including purchases of property, plant and equipment ($50.5
million) and dividends ($18.3 million), offset by cash generated from other
immaterial items ($3.3 million). This $51.1 million of cash needed for normal
business operations and the $59.5 million of cash used for acquisitions and the
payment of other debt were funded by $106.1 million of additional borrowings and
$4.5 million of available cash.
In 1994, the Company generated $124.0 million from income before
depreciation, amortization and other non-cash items, and used $102.0 million for
working capital needs resulting in $22.0 million of net cash flows from
operations. The use of funds for working capital was significantly higher than
in prior years due primarily to a large increase in receivables as a result of
a 59% increase in sales in 1994 as compared with 1993. In addition, the Company
used $48.3 million for other normal business operations including purchases of
property, plant and equipment ($21.4 million)and dividends ($29.7 million),
offset by cash generated from other immaterial items ($2.8 million). This $26.3
million of cash needed for normal business operations and the $333.4 million of
cash used for the acquisitions of Hall-Mark, Avnet Adelsy and Avnet DeMico and
the repayment of other debt were funded by $193.7 million of additional
borrowings and $166.0 million of available cash.
The Company's quick assets at June 30, 1995 totaled $763.0 million as
compared with $627.4 million at July 1, 1994. At June 30, 1995, quick assets
exceeded the Company's current liabilities by $295.8 million as compared with a
$251.4 million excess at the end of 1994. Working capital at June 30, 1995 was
$1.057 billion compared with $888.0 million at July 1, 1994. At June 30, 1995,
to support each dollar of current liabilities, the Company had $1.63 of quick
assets and $1.63 of other current assets, for a total of $3.26 as compared with
$3.36 at the end of the prior fiscal year.
In 1995, the Company renegotiated its revolving credit agreement with a
syndicate of banks led by NationsBank of North Carolina, N.A. The previous
agreement had been established during 1994 and provided a three-year facility
with a $150.0 million line of credit. The new agreement provides a five-year
facility with a line of credit of up to $300.0 million (the "Credit Facility").
The Company may select from various interest rate options and maturities under
this facility. The facility will serve as a primary funding vehicle as well as
a backup for the Company's recently established commercial paper program.
Subsequent to the end of the fiscal year, the Company amended the Credit
Facility to increase the line of credit to $400.0 million.
In January 1994, the Company filed a registration statement with the
Securities and Exchange Commission which provides for borrowings of up to $200
million in public debt. On March 15, 1994, the Company completed a $100 million
public offering of its 6 7/8% Notes Due March 15, 2004 (the "6 7/8% Notes"), the
net proceeds of which, totaling $98.8 million, were used to pay down a portion
of the Company's outstanding bank debt.
At June 30, 1995, the Company had $201.1 million outstanding under the
Credit Facility together with the $100.0 million of the 6 7/8% Notes, $105.3
million of 6% Convertible Debentures and $13.1 million of other debt. This
$419.5 million of total debt at June 30, 1995 represents an increase of $116.4
million over the $303.1 million outstanding at July 1, 1994. As a result, the
Company's debt to capital (shareholders' equity plus total debt) ratio was 25%
at June 30, 1995 as compared with 21% at July 1, 1994. In 1995, income was more
than eight times greater than fixed charges. Internally generated cash flow
during 1995, represented by net income before depreciation, amortization and
other non-cash items, was $200.2 million or 48% of total debt at June 30, 1995.
During the last three years, the Company's capital rose $646.0 million to
a total of $1.659 billion at June 30, 1995. Shareholders' equity increased by
$402.2 million to $1.239 billion; $170.6 million due to the issuance of Avnet
stock and stock options in connection with the acquisition of Hall-Mark, $224.5
million from earnings, net of dividends, reinvested in the business, and by $7.1
million, net, of other items. Total debt increased by $243.8 million.
Subsequent to the end of the fiscal year, in August 1995, the Company
notified its Debentureholders of its decision to call for redemption on
September 15, 1995 the entire amount of outstanding 6% Convertible Subordinated
Debentures Due 2012 (the "Debentures"). Holders of $105.2 million of the
Debentures
exercised their rights to convert the Debentures into shares of Avnet common
stock at a conversion price of $43.00 principal amount per share, thereby
increasing shareholders' equity by $105.2 million. The remaining outstanding
Debentures, amounting to $0.1 million, were redeemed on September 15, 1995, at
a premium of 1.2% plus accrued interest, although some outstanding debentures
have not yet been physically surrendered. As a result, outstanding shares have
increased by approximately 2.4 million shares to 43.3 million as of September
15, 1995. Had this occurred on June 30, 1995, the Company's debt to capital
ratio would have declined to approximately 19% from 25%.
At June 30, 1995 the Company did not have any material commitments for
capital expenditures. The Company and the former owners of a Company-owned site
in Oxford, North Carolina have entered into a Consent Decree and Court Order
with
the Environmental Protection Agency (EPA) for the environmental clean-up of the
site, the cost of which, according to the EPA's remedial investigation and
feasibility study, is estimated to be approximately $6.3 million, exclusive of
the $1.5 million in EPA past costs paid by the potentially responsible parties
(PRP's). Pursuant to a Consent Decree and Court Order entered into between the
Company and the former owners, the former owners have agreed to
bear at least
70% of the clean-up costs of the site, and the Company will be
responsible for not more than 30% of those costs. As noted in Item 3 of this
Report, the Company is also a PRP in an environmental clean-up at a site in
North
Smithfield, Rhode Island. In addition, the Company has received notice from a
third party of its intention to seek indemnification for costs it may incur in
connection with an environmental clean-up at a site in Rush, Pennsylvania
resulting from the alleged disposal of wire insulation material at the site by
a former unit of the Company. Based upon the information known to date, the
Company believes that it has appropriately accrued in the financial statements
for its share of the costs of the clean-up at these sites. The Company is also
a PRP or has been notified of claims made against it at environmental clean-up
sites in Huguenot, New York and in Hempstead, New York. At this time, the
Company cannot estimate the amount of its potential liability, if any,
for-clean-up costs in connection with these sites, but does not anticipate
that these matters or any other contingent matters will have a material
adverse impact on
the Company's financial condition, liquidity or results of operations.
The Company is not now aware of any commitments, contingencies or events
within its control which may significantly change its ability to generate
sufficient cash from internal or external sources to meet its needs.
Note: Just prior to the filing of this report, on September 15, 1995, the
Company acquired setron Schiffer-Electronik GmbH & CO. KG, an
electronic distribution company headquartered in Germany.
ITEM 8. Financial Statements and Supplementary Data
The Financial Statements and Supplementary Data are listed under Item 14
in this annual report.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None to report.
PART III
ITEM 10. Directors and Executive
Officers of the Registrant
ITEM 11. Executive Compensation
ITEM 12. Security Ownership of Certain
Beneficial Owners and Management
ITEM 13. Certain Relationships and Related Transactions
The information called for by Items 10, 11, 12 and 13 (except to the
extent set forth in Item 4A above) is incorporated in this Report by reference
to the Company's definitive proxy statement relating to the Annual Meeting of
Shareholders anticipated to be held on November 15, 1995.
PART IV
ITEM 14. Exhibits, Financial Statement
Schedules and Reports on Form 8-K
a. The following documents are filed as part of this report:
Page
1. Financial Statements and Supplementary Data
Report of Independent Public Accountants 32
Avnet, Inc. and Subsidiaries Consolidated
Financial Statements:
Statements of Income for the years ended
June 30, 1995, July 1, 1994 and June 30, 1993 33
Balance Sheets at June 30, 1995 and July 1, 1994 34
Statements of Shareholders' Equity for the years
ended June 30, 1995, July 1, 1994 and June 30,
1993. 35
Statements of Cash Flows for the years ended
June 30, 1995, July 1, 1994 and June 30, 1993. 36
Notes to consolidated financial statements 37-48
2. Financial statement schedule
(i) Schedule II for the years ended June 30,
1995, July 1, 1994 and June 30, 1993. 49
Schedules other than the one above have been omitted because they
are not applicable or the required information is shown in the
financial statements or notes thereto.
3. Exhibits:
Exhibit
No. Description
3A. Certificate of Incorporation of the Registrant as currently in
effect.
3B. By-laws of the Registrant as currently in effect (incorporated
herein by reference to Commission File No. 1-4224, Current Report on
Form 8-K dated September 23, 1994).
4. Specimen form of the Registrant's Common Stock Certificate
(incorporated by reference to the Registrant's Registration
Statement on Form S-2 (Registration No. 33-80932).
Note: The total amount of securities outstanding at the end
of the period covered by this Report under any instrument
which defines the rights of holders of Registrant's long-term
debt does not exceed 10% of the total assets of the Registrant
and its subsidiaries on a consolidated basis. Therefore, none
of the instruments defining the rights of the holders of such
long-term debt are required to be filed as exhibits to this
Report. The Registrant agrees to furnish copies of such
instruments to the Commission upon request.
Executive Compensation Plans and Arrangements
10A. Second Employment Extension Agreement dated June 1, 1995 between the
Registrant and Leon Machiz (incorporated by reference to the
Registrant's Current Report on Form 8-K dated September 26, 1995
Commission File No. 1-4224).
10B. Employment Extension Agreement dated November 29, 1993 between the
Registrant and Mr. Leon Machiz (incorporated herein by reference to
Commission File No. 1-4224, Current Report on Form 8-K dated
September 23, 1994).
10C. Employment Agreement dated February 28, 1990 between the Registrant
and Mr. Leon Machiz (incorporated by reference to Commission File
No. 1-4224, Annual Report on Form 10-K for the fiscal year ended
June 30, 1990).
10D. Third Amendment dated June 1, 1995, toEmployment Agreement dated
June 1, 1992 between the Registrant and
Roy Vallee (incorporated by reference to the Registrant's Current
Report on Form 8-K dated September 26, 1995 Commission File No. 1-
4224).
10E. Second Amendment, dated July 1, 1993, to Employment Agreement dated
July 1, 1992 between Registrant and Roy Vallee (incorporated by
reference to Commission File No. 1-4224, Annual Report on Form 10-K
for the fiscal year ended June 30, 1993).
10F. Employment Agreement and amendment to Employment Agreement dated
July 1, 1992 between the Registrant and Roy Vallee
(incorporated by reference to Commission File No. 1-4224,
Quarterly Report on Form 10-Q for the quarter ended April 2, 1993).
10G. Employment Agreement, dated July 22, 1992 between the Registrant and
Mr. Keith Williams (incorporated by reference to Commission File No.
1-4224, Annual Report on Form 10-K for the fiscal year ended June
30, 1992).
10H. Consulting Agreement dated July 1, 1993 between the Registrant and
Mr. David Shaw (incorporated by reference to Commission File No.-
1-
4224, Annual Report on Form 10-K for the fiscal year ended June 30,
1993).
10I. Employment Agreement dated December 31, 1992 between Hall-Mark
Electronics Corp. and Mr. Joseph W. Semmer (incorporated herein by
reference to Commission File No. 1-4224, Current Report on Form 8-K
dated September 23, 1994).
10J. Letter dated April 20, 1993 from the Registrant confirming
Registrant's intent to assume employment agreements of certain-Hall-
Mark Electronics Corp. executives, including the Employment
Agreement of Mr. Semmer incorporated herein by reference to
Commission File No. 1-4224, Current Report on Form 8-K dated
September 23, 1994).
10K. Avnet 1984 Stock Option Plan (incorporated herein by reference to
Registration Statement on Form S-8, Registration No. 2-96800:
Exhibit 4-B).
10L. Avnet 1988 Stock Option Plan (incorporated herein by reference to
Registration Statement on Form S-8, Registration No. 33-29475:
Exhibit 4-B).
10M. Avnet 1990 Stock Option Plan (incorporated herein by reference to
Commission File No. 1-4224, Annual Report on Form 10-K for the
fiscal year ended June 30, 1992).
10N. Avnet Second Incentive Stock Program (incorporated herein by
reference to Registration Statement on Form S-8, Registration No.-
2-
94916; Exhibit 4-B).
100. Outside Director Stock Bonus Plan as extended and amended, effective
July 1, 1992 (incorporated herein by reference to Commission File
No. 1-4224, Annual Report on Form 10-K for the fiscal year ended
June 30, 1992).
10P. Retirement Plan for Outside Directors of Avnet, Inc., effective July
1, 1993 (incorporated herein by reference to Commission File No.-
1-4224, Annual Report on Form 10-K for the fiscal year ended
June 30, 1992).
11.* Statement regarding computation of per share earnings.
21.* List of subsidiaries of the Registrant.
23.* Consent of Arthur Andersen LLP.
24. Powers of Attorney (incorporated herein by reference to Commission
File No. 1-4224, Current Report on Form 8-K dated September 26,
1995).
*Filed herewith
S I G N A T U R E S
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AVNET, INC.
(Registrant)
Date: September 27, 1995 By: s/Leon Machiz
Leon Machiz, Chairman of the
Board, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on September 27, 1995.
Signature Title
s/Leon Machiz Chairman of the Board, (Leon
Machiz) Chief Executive Officer
and Director
(Principal Executive
Officer)
* President, Chief Operating
(Roy Vallee) Officer, Vice Chairman of
the Board and Director
* Director
(Eleanor Baum)
* Director
(Gerald J. Berkman)
* Director
(Joseph F. Caligiuri)
Director
(Sylvester D. Herlihy)
Director
(Ehud Houminer)
* Director
(Salvatore J. Nuzzo)
* Director
(Frederic Salerno)
* Director
(David Shaw)
Signature Title
* Director
(Howard Stein)
* Director
(Keith Williams)
* Director
(Frederick S. Wood)
s/Raymond Sadowski Senior Vice President,
(Raymond Sadowski) Chief Financial
Officer and Assistant
Secretary
(Principal Financial
Officer)
s/John F. Cole Controller
(John F. Cole) (Principal Accounting
Officer)
* By: s/Raymond Sadowski
(Raymond Sadowski)
Attorney-in-Fact
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors and Shareholders
Avnet, Inc.
Great Neck, New York
We have audited the accompanying consolidated balance sheets of Avnet,
Inc. (a New
York corporation) and Subsidiaries as of June 30, 1995 and July 1, 1994,
and the related consolidated statements of income, shareholders' equity and
cash flows for each of the three years in the period ended June 30, 1995.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards.
Those standards require that we plan and perform the audit to
obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all
material respects, the financial position of Avnet, Inc. and
Subsidiaries as of June 30, 1995 and July 1, 1994, and the results of
their operations and their cash flows for each of the three years in the
period ended June 30, 1995 in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the
index of financial statements is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the
basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and,
in our opinion, fairly states in all material respects the financial
data required to be set forth therein in relation to the
basic financial statements taken as a whole.
s/ARTHUR ANDERSEN LLP
New York, New York
August 4, 1995
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Thousands except per share data)
Years Ended
June 30, July 1, June 30,
1995 1994 1993
Sales $4,300,013 $3,547,743 $2,237,954
Cost of sales 3,483,649 2,851,681 1,751,195
Gross Profit 816,364 696,062 486,759
Operating expenses:
Selling, shipping, general and
administrative 526,019 481,448 367,837
Depreciation and amortization 28,862 27,127 16,160
Restructuring and integration
(Note 13) -- 22,702 --
Operating income 261,483 164,785 102,762
Investment and other income, net 5,066 4,786 20,393
Interest expense (23,175) (14,733) (8,972)
Income before income taxes and
cumulative effect of a change in
accounting principle 243,374 154,838 114,183
Income taxes (Note 7) 103,101 66,730 45,123
Income before cumulative effect of
a change in accounting principle 140,273 88,108 69,060
Cumulative effect of a change in the
method of accounting for income
taxes (Note 7) -- (2,791) --
Net income $ 140,273 $ 85,317 $ 69,060
Earnings per share:
Income before cumulative effect of
a change in accounting principle $ 3.32 $ 2.16 $ 1.91
Cumulative effect of a change in
the method of accounting for
income taxes -- (.07) --
Net income $ 3.32 $ 2.09 $ 1.91
Shares used to compute earnings
per share (Note 1) 43,421 40,847 38,253
See notes to consolidated financial statements
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
June 30, July 1,
1995 1994
Assets:
Current assets:
Cash and cash equivalents $ 49,332 $ 53,876
Receivables, less allowances of $23,421 and
$21,975, respectively 713,644 573,569
Inventories (Note 3) 747,477 627,022
Other 13,838 9,614
Total current assets 1,524,291 1,264,081
Property, plant and equipment, at cost,
net (Note 4) 145,611 115,146
Goodwill, net of accumulated amortization of
$24,481 and $13,767, respectively (Note 1) 419,479 382,548
Other assets 36,214 25,912
Total assets $2,125,595 $1,787,687
Liabilities:
Current liabilities:
Borrowings due within one year (Note 5) $ 493 $ 47
Accounts payable 314,887 252,915
Accrued expenses and other (Note 6) 151,820 123,135
Total current liabilities 467,200 376,097
Long-term debt, less due within one year
(Note 5) 419,016 303,075
Commitments and contingencies (Notes 9 and 11)
Total liabilities 886,216 679,172
Shareholders' equity (Note 10):
Common stock $1.00 par, authorized 60,000,000
shares, issued 41,204,000 shares and
41,104,000 shares, respectively 41,204 41,104
Additional paid-in capital 310,843 307,149
Retained earnings 896,102 780,266
Cumulative translation adjustments 814 (9,692)
Treasury stock at cost, 412,000 shares and
445,000 shares, respectively (9,584) (10,312)
Total shareholders' equity 1,239,379 1,108,515
Total liabilities and shareholders' equity $2,125,595 $1,787,687
See notes to consolidated financial statements
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED JUNE 30, 1995, JULY 1, 1994 AND JUNE 30, 1993
(Thousands except per share data)
Additional Cumulative Total
Common Paid-in Retained Translation Treasury Shareholders'
Stock Capital Earnings Adjustments Stock Equity
Balance, June 30, 1992 $36,043 $135,630 $671,608 $ 5,756 ($11,816) $ 837,221
Net income 69,060 69,060
Dividends, $.60 per share (21,360) (21,360)
Cumulative translation adjustments (20,069) (20,069)
Other, net, principally stock option
and incentive programs 88 2,600 620 3,308
Balance, June 30, 1993 36,131 138,230 719,308 (14,313) (11,196) 868,160
Net income 85,317 85,317
Dividends, $.60 per share (24,359) (24,359)
Cumulative translation adjustments 4,621 4,621
Acquisition of Hall-Mark Electronics
(Note 2) 4,858 165,717 170,575
Other, net, principally stock option
and incentive programs 115 3,202 884 4,201
Balance, July 1, 1994 41,104 307,149 780,266 (9,692) (10,312) 1,108,515
Net income 140,273 140,273
Dividends, $.60 per share (24,437) (24,437)
Cumulative translation adjustments 10,506 10,506
Other, net, principally stock option
and incentive programs 100 3,694 728 4,522
Balance, June 30, 1995 $41,204 $310,843 $896,102 $ 814 ($ 9,584) $1,239,379
See notes to consolidated financial statements
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Years Ended
June 30, July 1, June 30,
1995 1994 1993
Cash flows from operating activities:
Net income $140,273 $ 85,317 $ 69,060
Add non-cash and other reconciling items:
Depreciation and amortization 36,863 31,822 22,845
Deferred taxes 5,484 (10,250) 1,719
Cumulative effect of change in
accounting for income taxes -- 2,791 --
Other, net (Note 12) 17,549 14,343 2,922
200,169 124,023 96,546
Receivables (117,804) (127,979) (38,434)
Inventories (103,550) (27,853) (13,210)
Payables, accruals and other, net 35,549 53,826 5,721
Net cash flows provided from
operations 14,364 22,017 50,623
Cash flows from financing activities:
Issuance of notes in public offering, net
of issuance costs -- 98,772 --
Issuance of bank debt, net of issuance
costs 106,100 94,964 --
Repurchase of debentures -- -- (68,117)
Payment of other debt (4,589) (149) (1,432)
Cash dividends (Note 12) (18,320) (29,706) (21,342)
Other, net 2,282 2,549 1,346
Net cash flows provided from (used for)
financing 85,473 166,430 (89,545)
Cash flows from investing activities:
Purchases of property, plant and
equipment (50,547) (21,441) (15,094)
Acquisition of operations, net (Note 2) (54,911) (333,206) (36,183)
Disposition of interest-bearing
investments, net -- -- 255,075
Other, net -- 21 (1,191)
Net cash flows (used for) provided
from investing (105,458) (354,626) 202,607
Effect of exchange rate changes on cash
and cash equivalents 1,077 228 (751)
Cash and cash equivalents:
- (decrease) increase (4,544) (165,951) 162,934
- at beginning of year 53,876 219,827 56,893
- at end of year $ 49,332 $ 53,876 $219,827
Additional cash flow information (Note 12)
See notes to consolidated financial statements
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of significant accounting policies:
Principles of consolidation - The statements include the accounts of the
Company and all of its subsidiaries. All intercompany accounts and
transactions have been eliminated.
Inventories - Stated at cost (first-in, first-out) or market, whichever is
lower.
Depreciation - Depreciation is generally provided for by the straight-line
method over the estimated useful lives of the assets.
Income taxes - No provision for U.S. income taxes has been made for
$76,514,000 of cumulative unremitted earnings of foreign subsidiaries
because those earnings are expected to be permanently reinvested outside
the U.S. If such earnings were remitted to the U.S., any net U.S. income
taxes would not have a material impact on the results of operations of the
Company.
Statement of cash flows - The Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash
equivalents. The prior years' statements were restated to conform with
the current year presentation in that the effect of exchange rate changes
on cash and cash equivalents, previously included in the line "payables,
accruals and other, net", is now shown separately.
Goodwill - Goodwill represents the excess of the purchase price over the
fair value of net assets acquired. Except for an immaterial amount of
goodwill applicable to purchases made before October 31, 1970, goodwill is
being amortized on a straight-line basis over 40 years. The Company
continually evaluates the carrying value and the remaining economic useful
life of all goodwill, and will adjust the carrying value and the related
amortization period if and when appropriate.
Earnings per share - In computing earnings per share for the years
presented, the 6% Convertible Subordinated Debentures were not considered
common equivalent shares in 1994 because they would have been anti-
dilutive. The 8% Convertible Subordinated Debentures, which were fully
redeemed during 1993, were not considered common equivalent shares in
1993 as they would have been anti-dilutive.
Fiscal Year - Effective in fiscal 1994, the Company changed its fiscal
year to end on the Friday closest to June 30th. The impact
in fiscal 1994 of one additional day of operations was not material.
Unless otherwise noted, all references to the "year 1995" or
any other "year" shall mean the Company's fiscal year.
2. Acquisitions:
Since July 1, 1994, the Company has completed eight acquisitions for the
Electronic Marketing Group - three each in the United States and Europe
and two in the Asia/Pacific region. Seven of these acquisitions were
completed during 1995 and one was completed subsequent to June 30, 1995.
All acquisitions have been accounted for as purchases.
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. Acquisitions (Continued):
In July 1994, the Company acquired Penstock, Inc., the leading technical
specialist distributor of microwave and radio frequency products and
value-added services in the United States. In December 1994, the Company
completed its acquisition of the Flippin, Arkansas cable assembly
operation of LaBarge, Inc. This operation, now known as Avnet Cable
Technologies, provides cable assemblies to major computer and medical
equipment manufacturers as well as to other users of complex cable
assemblies.
In January 1995, the Company acquired Lyco Limited, an Ireland-based
electronics components distributor and provider of programming services,
and also acquired a 70% interest in WKK Semiconductors, Ltd., a Hong-Kong-
based electronic components distributor with operations in Hong Kong and
the People's Republic of China. In April 1995, the Company acquired CK
Electronique, the largest independent programming company in France, which
provides various services including component programming, testing and
taping. In April 1995, the Company completed the acquisition of-BFI-
IBEXSA International, Inc., the leading pan-European technical specialist
distributor of microwave and radio frequency components, magnetic sensors,
connecting devices and other specialty components. In May 1995, the
Company completed the acquisition of Sertek, Inc., a leading technical
specialist distributor of microwave and radio frequency products in the
southwest United States.
Cash expended (net of cash on the books of the companies acquired) in 1995
relating to these acquisitions totaled approximately $70,000,000. In the
aggregate, the operations acquired during 1995 had sales totaling
approximately $170,000,000 during the fiscal year of each such operation
immediately preceding its acquisition. The historical results of
operations of the companies acquired would not have had a material effect
on the Company's results of operations in 1994 and 1995, on a proforma
basis.
Subsequent to the end of the fiscal year, in July 1995, the Company
completed the acquisition of VSI Electronics consisting of VSI Electronics
(Australia) PTY Ltd., an Australian electronic components distributor and
VSI Electronics (NZ) Ltd., a New Zealand based electronic components
distributor.
On July 1, 1993, the Company completed the acquisition of all of the stock
of Hall-Mark Electronics Corporation, the nation's third largest
distributor of electronic components, pursuant to an Agreement and Plan of
Merger dated April 20, 1993. Each share of Hall-Mark common stock was
exchanged for $20 in cash and 0.45 shares of Avnet common stock, which had
a market value of $34.1875 per share on July 1, 1993. The total cost of
the acquisition including expenses was approximately $496,559,000,
consisting of the cost for the Hall-Mark common stock of $218,409,000 in
cash, $166,093,000 in Avnet stock and $2,532,000 in Avnet stock options
(net of related tax benefits of $1,950,000), and the cost for the
refinancing of Hall-Mark bank debt of $109,525,000. The $327,934,000 of
funding required to complete the transaction was financed through cash on
hand, proceeds from the exercise of Hall-Mark options and warrants, and
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. Acquisitions (Continued):
borrowings under a credit facility with NationsBank of North Carolina,
N.A. The transaction was accounted for as a purchase. Had the
acquisition been completed as of July 1, 1992, 1993 sales, net income and
earnings per share for the Company on a proforma basis would have been
$2,982,000,000, $79,000,000 and $1.93 per share, respectively (unaudited).
During 1994, the Company also acquired Avnet Adelsey and Avnet DeMico,
two Italy based electronic component distributors. The total investment
for acquisitions in 1994 was $501,831,000 (net of $8,719,000 of cash on
the books of the companies acquired), of which $333,206,000 was paid in
cash, $166,093,000 in Avnet stock and $2,532,000 in Avnet stock options
(net of related tax benefits of $1,950,000).
In 1993 the Company acquired Avnet Nortec, a Scandinavian electronics
distributor, and Avnet E2000, a German electronics distributor, for a
total cash investment of $36,491,000.
3. Inventories:
June 30, July 1,
(Thousands) 1995 1994
Finished goods $651,939 $554,813
Work-in-process 3,242 2,730
Raw materials 92,296 69,479
$747,477 $627,022
4. Property, plant and equipment:
June 30, July 1,
(Thousands) 1995 1994
Land $ 7,465 $ 8,275
Buildings 71,908 77,628
Machinery, fixtures and equipment 236,099 193,617
Leasehold improvements 6,887 3,886
322,359 283,406
Less accumulated depreciation 176,748 168,260
$145,611 $115,146
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. External financing:
June 30, July 1,
(Thousands) 1995 1994
6% Convertible Subordinated Debentures
due April 15, 2012, convertible
at $43 per share $105,263 $105,285
6 7/8% Notes due March 15, 2004 100,000 100,000
Bank Syndicated Credit Facility 201,100 95,000
Other 13,146 2,837
419,509 303,122
Less borrowings due within one year 493 47
Long-term debt $419,016 $303,075
In June 1995, the Company renegotiated its revolving credit agreement with
a syndicate of banks led by NationsBank of North Carolina, N.A. The
previous agreement had been established during 1994 and provided a-three-
year facility with a $150,000,000 line of credit. The new agreement
provides a five-year facility with a line of credit of up to $300,000,000
at floating rates of interest (6.4% at June 30, 1995). Similarly, the
prior facility also provided for floating rates of interest (4.6% at July
1, 1994).
During 1994, the Company also raised $100,000,000 (before deducting
underwriting fees and other costs) in the public market by issuing the
6 7/8% Notes due March 15, 2004.
Annual payments on external financing in 1996, 1997, 1998, 1999 and 2000
will be $493,000, $390,000, $389,000, $222,000 and $210,268,000,
respectively.
6. Accrued expenses and other:
June 30, July 1,
(Thousands) 1995 1994
Payroll, commissions and related $ 51,407 $ 45,570
Insurance 16,973 15,197
Income taxes 25,606 4,615
Dividend payable (Note 12) 6,117 --
Other 51,717 57,753
$151,820 $123,135
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. Income taxes:
Effective July 1, 1993, the Company adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 109 "Accounting for Income
Taxes" and recognized a charge for the cumulative effect of the change in
accounting principle in the amount of $2,791,000 ($.07 per share). SFAS
No. 109 requires the use of the asset and liability method for recording
deferred income taxes wherein deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to
differences between the financial statement and tax bases of assets and
liabilities. It also requires the Company to adjust deferred income tax
balances to reflect changes in current income tax rates and to record the
impact of a change in tax rates in the income statement in the period that
the change is enacted.
A reconciliation between the federal statutory tax rate and the effective
tax rate is:
Years Ended
June 30, July 1, June 30,
1995 1994 1993
Federal statutory rate 35.0% 35.0% 34.0%
State and local income taxes,
net of federal benefit 4.7 4.9 5.0
Amortization of goodwill 1.5 2.2 --
Other, net 1.2 1.0 0.5
Effective tax rate 42.4% 43.1% 39.5%
The components of the provision for income taxes are indicated in the next
table. The provision (future tax benefit) for deferred income taxes
results from timing differences arising principally from inventory
valuation, accounts receivable valuation and depreciation.
(Thousands) Years Ended
June 30, July 1, June 30,
1995 1994 1993
Current:
Federal $ 64,279 $53,212 $31,342
State and local 16,849 13,749 7,927
Foreign 16,489 10,019 4,135
Total current taxes 97,617 76,980 43,404
Deferred:
Federal 3,290 (8,609) 777
State and local 861 (2,103) 211
Foreign 1,333 462 731
Total deferred taxes 5,484 (10,250) 1,719
Provision for income taxes $103,101 $66,730 $45,123
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. Income taxes (Continued):
The 1994 tax provision includes an additional $500,000 federal tax
provision for the impact of the retroactive increase in federal income tax
rates enacted in 1994 as it related to 1993 income. In addition,
$10,786,000 of income tax benefit, net, was recorded as an adjustment to
goodwill for the tax impact of adjustments to the value of assets and
liabilities acquired in connection with the acquisition of Hall-Mark
Electronics.
The significant components of deferred tax assets and liabilities included
on the balance sheet as of the beginning and end of 1995 were as follows:
June 30, July 1,
(Thousands) 1995 1994
Deferred tax assets:
Inventory valuation $ 9,945 $13,593
Accounts receivable valuation 5,943 6,084
Various accrued liabilities and other 7,040 7,562
22,928 27,239
Deferred tax liabilities:
Depreciation and amortization
of fixed assets 5,546 4,987
Other 5,948 6,057
11,494 11,044
Net deferred assets $11,434 $16,195
8. Pension and profit sharing plans:
During the three years ended June 30, 1995, the following amounts were
charged (credited) to income under the Company's pension plan, 401(k) plan
and a discretionary profit sharing plan:
Years Ended
June 30, July 1, June 30,
(Thousands) 1995 1994 1993
Pension ($ 289) ($ 796) ($1,008)
401(k) 486 851 447
Profit sharing 1,396 913 695
The Company's noncontributory defined benefit pension plan and its 401(k)
plan cover substantially all domestic employees, except for those at one
unit covered by a profit sharing plan. The noncontributory pension plan
was amended as of January 1, 1994 to provide defined benefits pursuant to
a cash balance feature whereby a participant accumulates a benefit based
upon a percentage of current salary, which varies with age, and interest
credits. At June 30, 1995, the market value of the pension plan assets
was $118,024,000 and these assets were comprised of U.S. Government
securities (47%), common stocks (27%), money market funds (21%) and
corporate debt obligations (5%).
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. Pension and profit sharing plans (Continued):
In each of the last three years, the assumed interest rate and the
expected return on plan assets were 8% while assumed salary increases were
approximately 6% in 1993. Under the cash balance plan adopted during
1994, service costs are based solely on current year salary levels;
therefore, projected salary increases are not taken into account. The
pertinent calculations covering the pension credits, obligations and
prepaid pension cost are summarized below:
Credits to income:
Years Ended
(Thousands) June 30, July 1, June 30,
1995 1994 1993
Earned:
Return on Plan assets - actual $13,285 $ 2,221 $12,032
Lower (higher) than expected
return - deferred (4,570) 6,224 (4,264)
Expected return 8,715 8,445 7,768
Amortization of 7/1/85 excess assets 2,829 2,830 2,830
Amortization of prior service
credits (costs) 321 110 (101)
11,865 11,385 10,497
Less benefits:
Present value of benefits
earned during year 5,762 4,854 4,239
Interest on projected benefit obligation 5,814 5,735 5,250
11,576 10,589 9,489
Net credit to income $ 289 $ 796 $ 1,008
Funded status of the Plan:
June 30, July 1, June 30,
(Thousands) 1995 1994 1993
Projected benefit obligation:
Vested benefits $ 77,161 $ 73,343 $ 65,803
Non-vested benefits 3,120 2,894 2,402
Accumulated benefit obligation 80,281 76,237 68,205
Future salary assumption -- -- 5,253
Projected benefit obligation 80,281 76,237 73,458
Unamortized 7/1/85 excess assets 16,129 18,958 21,788
Cumulative differences in:
Return on Plan assets 8,793 4,223 10,447
Projected benefit obligation 273 (1,666) (895)
Unamortized prior service credits
(costs) 3,577 3,898 (915)
109,053 101,650 103,883
Less market value of Plan assets 118,024 110,332 111,769
Prepaid pension cost $ 8,971 $ 8,682 $ 7,886
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. Pension and profit sharing plans (Continued):
The absence of a future salary assumption amount and the large unamortized
prior service credit for the years ended June 30, 1995 and July 1, 1994
are due to the adoption of the cash balance plan. Not included in the
above tabulations are pension plans of certain non-U.S. subsidiaries which
are not material.
9. Long-term leases:
The Company leases many of its operating facilities and is also committed
under lease agreements for transportation and operating equipment. Rent
expense charged to operations for the three years ended June 30, 1995 is
as follows:
Years Ended
June 30, July 1, June 30,
(Thousands) 1995 1994 1993
Buildings $19,065 $17,487 $14,779
Equipment 4,857 5,307 2,811
$23,922 $22,794 $17,590
At June 30, 1995, aggregate future minimum lease commitments, principally
for buildings, in 1996, 1997, 1998, 1999, 2000 and thereafter (through
2003) are $14,730,000, $10,021,000, $7,005,000, $4,917,000, $2,529,000 and
$4,577,000, respectively.
10. Stock option and incentive programs:
The Company has two stock option plans with shares still available for
grant:
1990 1988
Qualified Plan Non-Qualified Plan
Minimum exercise price as
a percentage of fair market
value at date of grant 100% 50%
Life of options 10 years 10 years
Exercisable In whole or 25% annually after
installments one year
Plan termination date 11/28/00 12/31/98
Shares available for
grant at June 30, 1995 415,500 70,857
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. Stock Option and incentive programs (Continued):
Under the non-qualified plan, the excess of the fair market value at the
date of grant over the exercise price is considered deferred compensation
which is amortized and charged against income as it is earned.
Pertinent information covering options is:
Option and market prices are
per share 1995 1994 1993
Outstanding at end of year:
Shares - Total 1,615,122 1,193,334 577,563
Exercisable 683,372 489,637 343,563
Option prices $13.50-44.50 $13.50-38.50 $11.75-34.50
Market prices at
date granted $19.75-44.50 $19.75-38.50 $19.75-38.19
Granted:
Shares 527,500 821,590 69,000
Option prices $28.00-44.50 $17.63-38.50 $28.00-34.50
Exercised:
Shares 100,139 114,445 87,950
Option prices $14.00-38.50 $11.75-34.00 $14.00-31.25
Cancelled and expired:
Shares 5,573 91,374 30,500
Option prices $17.63-29.00 $17.63-38.50 $19.75-42.13
In November 1994, the shareholders of the Company approved the 1994 Avnet
Incentive Stock Program (the "1994 Program"). The 1994 Program supplements,
will eventually replace, and is substantially similar to the already
existing Avnet Incentive Stock Program (the "Existing Program"), which
expires by its terms on October 31, 1995. Under the 1994 Program, a
maximum of 350,000 shares of Avnet common stock may be awarded. As of June
30, 1995, no shares have been awarded under the 1994 Program and 211,478
shares are still available for award under the Existing Program based on
operating achievements. Delivery of incentive shares under both programs
is spread equally over a four-year period and is subject to the employee's
continuance in the Company's employ. As of June 30, 1995, 56,685 shares
previously awarded under the Existing Program have not yet been delivered.
At June 30, 1995, 5,167,618 common shares were reserved for stock option
and stock incentive programs and conversion of debentures.
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. Contingent liabilities:
From time to time, the Company may become liable with respect to pending
and threatened litigation, taxes and environmental and other matters. The
Company has been designated a potentially responsible party or has had
other claims made against it in connection with environmental clean-ups at
several sites. Based upon the information known to date, the Company
believes that it has appropriately reserved for its share of the costs of
the clean-ups and it is not anticipated that any contingent matters will
have a material adverse impact on the Company's financial condition,
liquidity or results of operations.
12. Additional cash flow information:
Other non-cash and reconciling items primarily include provisions for
doubtful accounts and gains and losses on dispositions of marketable
securities.
Due to the change in the Company's fiscal year (see Note 1) and its
historical dividend payment dates, the fiscal year ended July 1, 1994
includes the cash payment of the July 1, 1994 dividend. This results in
the inclusion of three quarterly dividend payments in 1995, the inclusion
of five quarterly dividend payments in 1994 and the absence of an unpaid
dividend at the end of 1994.
The net cash disbursed in each of the three years in connection with
acquisitions (See Note 2), as well as the net cash collected in those years
from dispositions, are reflected as "cash flows from acquisition of
operations, net".
Interest and income taxes paid were as follows:
Years Ended
June 30, July 1, June 30,
(Thousands) 1995 1994 1993
Interest $23,279 $12,622 $12,819
Income taxes 94,167 58,128 40,513
13. Restructuring and integration charges:
During the first quarter of 1994, the Company recorded a special charge of
$22,702,000 ($13,498,000 after tax or $0.33 per share) for restructuring
and integration costs associated with the July 1, 1993 acquisition of-Hall-
Mark and the restructuring of the Electrical and Industrial Group. These
costs included accruals for severance, real and personal property lease
terminations, relocation of employees, inventory adjustments related to
supplier terminations and other items. As of the end of fiscal 1995,
approximately $3,100,000 of the charge has not yet been utilized. The
remaining balance is due primarily to long-term real estate lease and
severance commitments.
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. Segment and geographic information:
The Company operates primarily in one industry segment through its
Electronic Marketing Group, which distributes electronic components and
computer products. For each of the last two years, the Electronic Marketing
Group's sales, operating income and identifiable assets were greater than
85% of the comparable consolidated totals. For the years presented, the
Company's other two industry segments, the Video Communications Group and
the Electrical and Industrial Group, individually accounted for less than
10% of the Company's consolidated sales, operating income and identifiable
assets. Geographic information is as follows:
Years Ended
(Millions) June 30, July 1, June 30,
1995 1994 1993
Sales:
Domestic operations $3,411.8 $2,938.7 $1,834.6
Foreign operations 888.2 609.0 403.4
$4,300.0 $3,547.7 $2,238.0
Operating income:
Domestic operations $228.3 $157.6 $105.6
Foreign operations 53.5 27.3 13.0
Corporate (20.3) (20.1) (15.8)
$261.5 $164.8 $102.8
Identifiable assets:
Domestic operations $1,602.9 $1,432.5 $824.6
Foreign operations 466.6 316.8 208.9
Corporate 56.1 38.4 213.8
$2,125.6 $1,787.7 $1,247.3
Information for the Company's primary industry segment, the Electronic
Marketing Group (domestic and foreign), is as follows:
Years Ended
June 30, July 1, June 30,
(Millions) 1995 1994 1993
Sales $3,873.0 $3,161.5 $1,917.3
Operating income 261.9 172.5 111.7
Identifiable assets 1,888.8 1,578.1 866.3
Property, plant and equipment:
Additions 43.2 18.1 11.1
Depreciation 18.7 15.8 12.7
The segments are described on pages 3 to 12.
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. Summary of quarterly results (unaudited)
(Millions except per share data):
Gross Income Earnings
Quarter Sales profit Pre-tax After tax per share
1st - 95 $ 953.1 $186.0 $ 50.5 $ 28.9 $ .69
- 94 878.0 173.0 19.8(a) 10.1(a)(b) .25(a)(b)
2nd - 95 1,040.0 193.8 54.2 31.1 .74
- 94 850.5 165.0 41.2 23.6 .58
3rd - 95 1,129.2 207.9 63.4 36.4 .86
- 94 900.0 172.4 43.9 25.3 .62
4th - 95 1,177.7 228.7 75.3 43.9 1.03
- 94 919.2 185.7 49.9 29.1 .71
Year - 95 $4,300.0 $816.4 $243.4 $140.3 $3.32
- 94 3,547.7 696.1 154.8(a) 88.1(a)(b) 2.16(a)(b)
(a) Includes the pre-tax, after tax and earnings per share effects of $22.7
million, $14.0 million and $0.34 per share, respectively, of the Company's
restructuring and integration charges, and the retroactive impact of the
change in U.S. tax rates.
(b) Excludes the $2.8 million and $0.07 per share charge related to the
cumulative effect of the change in the method of accounting for income
taxes.
SCHEDULE II
AVNET, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED JUNE 30, 1995, JULY 1, 1994 AND JUNE 30, 1993
(Thousands)
Column A Column B Column C Column D Column E
Additions
(1) (2)
Balance at Charged to Charged to Balance at
Description beginning costs and other accounts - Deductions - end
of period expenses describe describe of period
1995
Allowance for doubtful accounts $21,975 $14,007 $456 (a) $13,990 (b) $23,421
973 (c)
1994
Allowance for doubtful accounts 14,736 12,233 853 (a) 9,453 (b) 21,975
3,606 (c)
1993
Allowance for doubtful accounts 12,519 9,678 549 (a) 8,010 (b) 14,736
(a) Recovery of amounts
previously written off
(b) Uncollectible accounts
written off
(c) Acquisitions
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
11. Statement regarding computation of per share earnings 51
21. List of subsidiaries of the Registrant. 52
23. Consent of Arthur Andersen LLP 53