8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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

Date of report (Date of earliest event reported):  January 30, 2003

AVOCENT CORPORATION
(Exact Name of Registrant as Specified in Charter)

DELAWARE (State of Incorporation)	000-30575 (Commission File Number)	91-2032368 (I.R.S. Employer Identification No.)
4991 CORPORATE DRIVE HUNTSVILLE, ALABAMA 35805 (Address of Principal Executive Offices / Zip Code)
(256) 430-4000 (Registrant's telephone number, including area code)

Item 9.    Regulation FD Disclosure.

        On January 30, 2003, Avocent Corporation publicly disseminated a press release announcing the financial results for its fourth quarter and year ended December 31, 2002. The information contained in the press release is incorporated herein by reference and furnished as Exhibit 99.5 hereto.

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SIGNATURE

        Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AVOCENT CORPORATION
Dated:  January 30, 2003	By:	/s/  DOUGLAS E. PRITCHETT Douglas E. Pritchett Senior Vice President of Finance, Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Document	Page Nos.
Press Release dated January 30, 2003	Exhibit 99.5, 1-6

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Item 9. Regulation FD Disclosure.

SIGNATURE
EXHIBIT INDEX

EX-99.5

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Exhibit 99.5

        [LOGO]

Contact: Dusty Pritchett
Senior Vice President of Finance
and Chief Financial Officer
256-217-1300

AVOCENT REPORTS IMPROVED FOURTH QUARTER RESULTS ON HIGHER SALES

        HUNTSVILLE, Ala. (January 30, 2003)—Avocent Corporation (NASDAQ:AVCT) today reported higher sales, operating income and net income for the fourth quarter and year ended December 31, 2002.

        "We are pleased with the results experienced throughout our business in the fourth quarter," stated John R. Cooper, president and chief executive officer of Avocent Corporation. "Both our OEM and branded product groups enjoyed sequential and year over year increases in sales. In addition, we experienced sequential and year over year sales growth in both our domestic and international markets. International sales were particularly strong as we believe the investments we have made in Europe and Asia are beginning to pay dividends. The continued strength in demand for our new digital technology products had a positive impact on sales as well as margins and operating income.

        "We continue to invest in new products. Research and development expenses rose 49.7% from the fourth quarter of last year to $6.6 million, or 9.3% of sales. We believe we have significant opportunities to build on our product technologies to provide enhanced connectivity solutions to our customers in the future. We also continue to invest in improving our manufacturing efficiencies to enhance margins of existing products.

        "We believe our strong financial position will be an important part in building shareholder value at Avocent in the future. At year-end, we had approximately $216 million in cash and investments and had no long-term debt. Combined with our strong cash flow from operations, we are in an excellent position to make further strategic investments to enhance our competitive position in our markets," continued Mr. Cooper.

Fourth Quarter Results

        Net sales for the fourth quarter rose 13.5% to $71.0 million compared with sales of $62.6 million in the fourth quarter of 2001. Fourth quarter sales rose 10.1% sequentially from the third quarter of 2002. OEM sales rose 15.2% from the fourth quarter of 2001 and accounted for 49.8% of total fourth quarter 2002 sales. Reseller/distributor sales rose 20.1% from the fourth quarter of last year and accounted for 46.8% of sales. Sales in the U.S. accounted for 54.6%, or $38.8 million, of fourth quarter 2002 sales. International sales were $32.2 million, or 45.4%, of total fourth quarter 2002 sales. Avocent experienced especially strong sales in European countries. Sales of digital products represented 28.9% of fourth quarter 2002 sales.

        Gross profit for the fourth quarter was $36.8 million with a gross margin of 51.8% compared with gross profit of $26.6 million and a gross margin of 42.6% in the fourth quarter of 2001. Higher sales of the newer digital product family contributed to improved fourth quarter margins in 2002, while margins in the fourth quarter of 2001 were adversely affected by lower absorption of overhead due to lower sales and a $3 million inventory charge.

        SG&A expenses for the fourth quarter were $14.9 million (21.0% of sales) compared with $13.6 million (21.8% of sales) in the fourth quarter of 2001.

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        Income prior to intangible amortization and merger-related expenses rose to $12.8 million, or $0.28 per diluted share, compared with income prior to intangible amortization and merger-related expenses of $7.2 million, or $0.16 per diluted share, in the fourth quarter of 2001. Intangible amortization and merger-related expenses totaled $5.6 million in the fourth quarter of 2002 and $233.4 million in the fourth quarter of 2001.

        GAAP net income for the fourth quarter of 2002 was $7.2 million, or $0.16 per diluted share. This compares with a net loss of $226.2 million, or $5.07 per share, in the fourth quarter of 2001. The 2001 results include $34.7 million of intangible amortization, a $195.4 million write-down for goodwill impairment and a $3.3 million non-recurring charge related to an other-than-temporary decline in the fair value of the Company's investment portfolio.

        Avocent's balance sheet and cash position remained strong as of December 31, 2002. The Company's cash flow from operations was approximately $16 million for the fourth quarter with $216 million in cash, cash equivalents, and investments at the quarter's end.

Year-End Results

        Net sales for 2002 rose 1.8% to $260.6 million compared with sales of $255.9 million in 2001. OEM sales rose 2.8% from 2001 and accounted for 45.9% of total 2002 sales. Reseller/distributor sales rose 5.2% from last year and accounted for 50.7% of sales. Sales in the U.S. accounted for 59.7%, or $155.6 million, of 2002 sales. International sales were $105.0 million, or 40.3%, of total 2002 sales.

        Gross profit for 2002 was $133.1 million with a gross margin of 51.1% compared with gross profit of $120.1 million and a gross margin of 46.9% in 2001.

        SG&A expenses for 2002 were $57.4 million (22.0% of sales) compared with $58.9 million (23.0% of sales) in 2001.

        Income prior to intangible amortization and merger-related expenses rose to $42.3 million, or $0.92 per diluted share, compared with income prior to intangible amortization and merger-related expenses of $34.5 million, or $0.75 per diluted share, in 2001. Intangible amortization and merger-related expenses totaled $31.6 million in 2002 and $355.0 million in 2001. Cash flow from operations was approximately $71 million in 2002 compared to approximately $73 million in 2001.

        GAAP net income for 2002 was $10.7 million, or $0.24 per diluted share. This compares with a net loss of $320.5 million, or $7.22 per share, in 2001. The 2001 results include $147.0 million of intangible amortization, a $195.4 million write-down for goodwill impairment, a $9.3 million non-recurring charge for an inventory write-down and severance expense and a $3.3 million non-recurring charge related to an other-than-temporary decline in the fair value of the Company's investment portfolio.

Conference Call Information

        Avocent will provide an on-line, real-time Web-cast and rebroadcast of its fourth quarter results conference call to be held January 30, 2003. The live broadcast will be available on-line at www.avocent.com beginning at 10:00 a.m. central time. The on-line replay will follow immediately and continue for 30 days.

About Avocent Corporation

        Avocent Corporation is the leading supplier of connectivity solutions for enterprise data centers, service providers, and financial institutions worldwide. Branded products include switching, extension, remote access, and video display solutions. Additional information is available at: www.avocent.com.

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Forward-Looking Statements

        This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. These include statements regarding future SG&A and R&D expenses, future margins, the size and growth of the potential markets for Avocent's products and technology in the future, product development, strategic investments, and new product introductions, engineering and design activities, and shareholder value in the future. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made, including the risks associated with general economic conditions, risks attributable to future product demand, sales, and expenses, risks associated with reliance on a limited number of customers, component suppliers, and single source components, risks associated with product design efforts and the introduction of new products and technologies, and risks related to OEM sales. Other factors that could cause operating and financial results to differ are described in Avocent's annual report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2002. Other risks may be detailed from time to time in reports to be filed with the SEC. Avocent does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof.

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AVOCENT CORPORATION
Condensed Consolidated Statements of Operations
(Unaudited, in thousands, except per share data)

		For the Quarter Ended December 31, 2002
		Operational		Adjustments*			GAAP
Net sales		$	70,989				$	70,989
Cost of sales			34,225	$	154			34,379
	Gross profit		36,764		(154	)		36,610
Research and development expenses			6,573		364			6,937
Selling, general and administrative expenses			14,887		1,353			16,240
Amortization of intangible assets			—		6,121			6,121
Impairment write-down of intangible assets			—		—			—
	Operating income		15,304		(7,992	)		7,312
Other income (expense), net			1,297		—			1,297
Income before income taxes			16,601		(7,992	)		8,609
Provision for income taxes			3,811		(2,395	)		1,416
Net income		$	12,790	$	(5,597	)	$	7,193
Earnings per share:
	Basic	$	0.28				$	0.16
	Diluted	$	0.28				$	0.16
Weighted average shares and common equivalents outstanding:
	Basic		45,106					45,106
	Diluted		46,054		(244	)		45,810

		For the Quarter Ended December 31, 2001
		Operational		Adjustments*			GAAP
Net sales		$	62,562				$	62,562
Cost of sales			35,915	$	512			36,427
	Gross profit		26,647		(512	)		26,135
Research and development expenses			4,390		992			5,382
Selling, general and administrative expenses			13,645		2,699			16,344
Amortization of intangible assets			—		33,221			33,221
Impairment write-down of intangible assets			—		195,365			195,365
	Operating income (loss)		8,612		(232,789	)		(224,177	)
Other income (expense), net			1,282		(4,899	)		(3,617	)
Income (loss) before income taxes			9,894		(237,688	)		(227,794	)
Provision for income taxes			2,738		(4,302	)		(1,564	)
Net income (loss)		$	7,156	$	(233,386	)	$	(226,230	)
Earnings (loss) per share:
	Basic	$	0.16				$	(5.07	)
	Diluted	$	0.16				$	(5.07	)
Weighted average shares and common equivalents outstanding:
	Basic		44,619		—			44,619
	Diluted		45,713		(1,094	)		44,619

*

Note: Adjustments relate to amortization of deferred compensation (from the capitalization of the value of stock options assumed) and intangibles recorded as the result of the merger of Apex and Cybex in July 2000, the acquisition of Equinox in January 2001 and the acquisition of 2C in August 2002. The adjustments for 2001 also include an impairment charge taken against the value of goodwill and a non-recurring charge related to an other-than-temporary decline in the fair value of the Company's investment portfolio. The calculation of weighted average shares and common equivalents outstanding differs due to excluding the average unamortized deferred compensation expense in calculating the operational diluted shares outstanding.

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AVOCENT CORPORATION
Condensed Consolidated Statements of Operations
(Unaudited, in thousands, except per share data)

		For the Year Ended December 31, 2002
		Operational		Adjustments**			GAAP
Net sales		$	260,600	$	—		$	260,600
Cost of sales			127,509		1,364			128,873
	Gross profit		133,091		(1,364	)		131,727
Research and development expenses			24,006		2,516			26,522
Acquired in-process research and development expense			—		6,000			6,000
Selling, general and administrative expenses			57,411		9,480			66,891
Amortization of intangible assets			—		22,189			22,189
Impairment write-down of intangible assets			—		—			—
	Operating income		51,674		(41,549	)		10,125
Other income (expense), net			5,115		—			5,115
Income before income taxes			56,789		(41,549	)		15,240
Provision for income taxes			14,450		(9,948	)		4,502
Net income		$	42,339	$	(31,601	)	$	10,738
Earnings per share:
	Basic	$	0.94				$	0.24
	Diluted	$	0.92				$	0.24
Weighted average shares and common equivalents outstanding:
	Basic		44,977		—			44,977
	Diluted		45,932		(383	)		45,549

		For the Year Ended December 31, 2001
		Operational		Adjustments**			GAAP
Net sales		$	255,911	$	—		$	255,911
Cost of sales			135,840		14,085			149,925
	Gross profit		120,071		(14,085	)		105,986
Research and development expenses			18,204		4,316			22,520
Acquired in-process research and development expense			—		4,570			4,570
Selling, general and administrative expenses			58,881		15,919			74,800
Amortization of intangible assets			—		132,879			132,879
Impairment write-down of intangible assets			—		195,365			195,365
	Operating income (loss)		42,986		(367,134	)		(324,148	)
Other income (expense), net			5,634		(4,899	)		735
	Income (loss) before income taxes		48,620		(372,033	)		(323,413	)
Provision for income taxes			14,096		(17,043	)		(2,947	)
Net income (loss)		$	34,524	$	(354,990	)	$	(320,466	)
Earnings (loss) per share:
	Basic	$	0.77				$	(7.22	)
	Diluted	$	0.75				$	(7.22	)
Weighted average shares and common equivalents outstanding:
	Basic		44,674		—			44,374
	Diluted		45,752		(1,378	)		44,374

**

Note: Adjustments relate to amortization of deferred compensation (from the capitalization of the value of stock options assumed) and intangibles recorded as the result of the merger of Apex and Cybex in July 2000, the acquisition of Equinox in January 2001 and the acquistion of 2C in August 2002. The adjustments also include charges for acquired in-process research and development expense related to the acquisitions of Equinox in 2001 and 2C in 2002. The adjustments for 2001 also include a non-recurring charge for an inventory write-down related to excess and obsolete inventories and severance expense associated with headcount reductions in the U.S. and Europe in the second quarter of 2001. Additionally, 2001 adjustments include an impairment charge taken against the value of goodwill and a non-recurring charge related to an other-than-temporary decline in the fair value of the Company's investment portfolio. The calculation of weighted average shares and common equivalents outstanding due to excluding the average unamortized deferred compensation expense for the period in calculating the operational diluted shares outstanding.

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AVOCENT CORPORATION
Condensed Consolidated Balance Sheets
(Dollars in thousands)

		December 31, 2002		December 31, 2001
		(Unaudited)
Cash, cash equivalents and short-term investments		$	169,318	$	164,776
Accounts receivables, net			36,313		49,091
Current and deferred income tax receivable			6,541		13,169
Other receivables, net			525		2,115
Inventories, net			24,422		27,155
Other current assets			3,922		2,134
	Total current assets		241,041		258,440
Investments			46,572		9,637
Property and equipment, net			24,313		21,343
Goodwill, net			203,625		186,147
Intangible assets, net			52,601		71,014
Other assets			455		617
Total assets		$	568,607	$	547,198
Accounts payable and other accrued expenses		$	14,159	$	13,481
Income tax payable			6,901		7,016
Other current liabilities			13,662		16,040
	Total current liabilities		34,722		36,537
Non-current liabilities			16,213		24,053
Total stockholders' equity			517,672		486,608
Total liabilities and stockholders' equity		$	568,607	$	547,198

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Exhibit 99.5