-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G373FJP6dcOMOe4kZG2/Ei3odHwMIR73nABNez8FDxX2mVkSJ4pr1IgsU9KWn4T4 NVYRsfmtqQ5B7PrqeU6XKQ== 0000899243-00-002706.txt : 20001221 0000899243-00-002706.hdr.sgml : 20001221 ACCESSION NUMBER: 0000899243-00-002706 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001010 ITEM INFORMATION: FILED AS OF DATE: 20001220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENT ELECTRONICS CORP CENTRAL INDEX KEY: 0000793024 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 741763541 STATE OF INCORPORATION: TX FISCAL YEAR END: 0328 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-09520 FILM NUMBER: 792499 BUSINESS ADDRESS: STREET 1: 1111 GILLINGHAM LN CITY: SUGAR LAND STATE: TX ZIP: 77478 BUSINESS PHONE: 2812434000 MAIL ADDRESS: STREET 1: 1111 GILLINGHAM LN CITY: SUGAR LAND STATE: TX ZIP: 77478 8-K/A 1 0001.txt AMENDMENT NO. 1 TO FORM 8-K ______________________________________________________________________________ As filed with the Securities and Exchange Commission on December 20, 2000. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 20, 2000 (October 10, 2000) Date of Report (Date of earliest event reported) KENT ELECTRONICS CORPORATION (Exact Name of Registrant as Specified in its Charter) TEXAS 0-14643 74-1763541 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 1111 GILLINGHAM LANE SUGAR LAND, TEXAS 77478 (Address of Principal Executive Offices) (Zip Code) (281) 243-4000 (Registrant's telephone number, including area code) ______________________________________________________________________________ INFORMATION TO BE INCLUDED IN THE REPORT Item 7. Financial Statements and Exhibits. (b) This form 8-K/A is being filed to include the pro forma financial information omitted from the current report on Form 8-K filed on October 10, 2000. KENT ELECTRONICS CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA FINANCIAL INFORMATION The Company's historical consolidated financial statements as of and for the twenty-six weeks ended September 30, 2000 reflect the Company's investment in K*TEC as a discontinued operation. The following unaudited pro forma consolidated statements of earnings set forth the results of continuing operations of the Company for the fiscal year ended April 1, 2000, and the twenty-six weeks ended September 30, 2000, as if the sale of K*TEC had occurred at the beginning of the respective periods presented. The following unaudited pro forma consolidated balance sheet sets forth the financial position of the Company as if the sale of K*TEC had occurred on September 30, 2000. The pro forma information is based upon the historical consolidated financial statements of the Company and all material adjustments necessary to the historical financial statements to reflect the sale of K*TEC. However, interest income was not adjusted to reflect the impact of proceeds, including notes receivable, from the transaction. Additionally, corporate and shared general and administrative costs of the Company were not allocated to K*TEC. The pro forma financial information is not necessarily indicative of the results that actually would have occurred had the sale of K*TEC been in effect on the dates and for the periods indicated or that may be obtained in the future. The pro forma financial information should be read in connection with the financial statements included in the Company's Form 10-K for the fiscal year ended April 1, 2000 and in the Company's Form 10-Q for the fiscal quarter ended September 30, 2000. KENT ELECTRONICS CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET (IN THOUSANDS)
September 30, 2000 ---------------------------------------- Pro Forma Historical Adjustments1 Pro Forma ----------- ------------- ---------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 74,162 $ 175,000 $249,162 Accounts receivable, net 180,909 --- 180,909 Inventories 118,048 --- 118,048 Net assets of discontinued operations 195,164 (195,164) --- Other 8,792 68,164 76,956 -------- --------- -------- Total current assets 577,075 48,000 625,075 PROPERTY AND EQUIPMENT, NET 53,097 --- 53,097 OTHER ASSETS 16,344 --- 16,344 COST IN EXCESS OF NET ASSETS ACQUIRED, Less accumulated amortization of $6,568 at September 30 101,772 --- 101,772 -------- --------- -------- Total assets $748,288 $ 48,000 $796,288 ======== ========= ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 98,842 $ --- $ 98,842 Other accrued liabilities 41,505 18,000 59,505 Income taxes 4,323 12,000 16,323 Current maturities of long-term debt 4,000 --- 4,000 -------- --------- -------- Total current liabilities 148,670 30,000 178,670 LONG-TERM DEBT, less current maturities 212,000 --- 212,000 DEFERRED INCOME TAXES 11,874 --- 11,874 LONG-TERM LIABILITIES 7,061 --- 7,061 STOCKHOLDERS' EQUITY Preferred stock, $1 par value per share; authorized 2,000,000 shares; none issued --- --- --- Common stock, no par value; authorized 60,000,000 shares; 28,592,853 shares issued and 28,542,853 shares outstanding at September 30 74,035 --- 74,035 Additional paid-in capital 117,908 --- 117,908 Retained earnings 177,717 18,000 195,717 -------- --------- -------- 369,660 18,000 387,660 Less common stock in treasury - at cost, 50,000 shares (977) --- (977) -------- --------- -------- 368,683 18,000 386,683 -------- --------- -------- Total liabilities and stockholders' equity $748,288 $ 48,000 $796,288 ======== ========= ========
The accompanying notes are an integral part of this pro forma financial statement. KENT ELECTRONICS CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS (IN THOUSANDS, EXCEPT PER SHARE DATA)
Twenty-Six Weeks Ended September 30, 2000 ------------------------------------------- Pro Forma Historical Adjustments Pro Forma ------------- ------------- ----------- Net sales $454,677 $ --- $454,677 Cost of sales 360,473 --- 360,473 -------- ------------- -------- Gross profit 94,204 --- 94,204 Selling, general and administrative expenses 70,476 --- 70,476 -------- ------------- -------- Operating profit 23,728 --- 23,728 Other income (expense) Interest expense (5,385) --- (5,385) Other - net 2,841 --- 2,841 -------- ------------- -------- Earnings from continuing operations before income taxes 21,184 --- 21,184 Income taxes 8,472 --- 8,472 -------- ------------- -------- Earnings from continuing operations $ 12,712 $ --- $ 12,712 ======== ============= ======== Earnings per common share from continuing operations: Basic $.45 $ --- $.45 ======== ============= ======== Diluted $.43 $ --- $.43 ======== ============= ======== Weighted average shares: Basic 28,446 28,446 28,446 ======== ============= ======== Diluted 29,636 29,636 29,636 ======== ============= ========
The accompanying notes are an integral part of this pro forma financial statement. KENT ELECTRONICS CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS (IN THOUSANDS, EXCEPT PER SHARE DATA)
Fiscal Year Ended April 1, 2000 ---------------------------------------- Pro Forma Historical Adjustments2 Pro Forma ----------- ------------- ---------- Net sales $993,938 $(251,101) $742,837 Cost of sales 824,694 (238,156) 586,538 -------- --------- -------- Gross profit 169,244 (12,945) 156,299 Selling, general and administrative expenses 134,310 (12,017) 122,293 -------- --------- -------- Operating profit 34,934 (928) 34,006 Other income (expense) Interest expense (10,470) -- (10,470) Other - net 5,579 -- 5,579 -------- --------- -------- Earnings before income taxes 30,043 (928) 29,115 Income taxes 11,792 (100) 11,692 -------- --------- -------- Net earnings $ 18,251 $ (828) $ 17,423 ======== ========= ======== Earnings per common share: Basic $.65 $ (.03) $.62 ======== ========= ======== Diluted $.63 $ (.03) $.60 ======== ========= ======== Weighted average shares: Basic 28,062 28,062 28,062 ======== ========= ======== Diluted 28,888 28,888 28,888 ======== ========= ========
The accompanying notes are an integral part of this pro forma financial statement. KENT ELECTRONICS CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION 1. Adjustment to record the proceeds, including notes receivable recorded as other current assets, collected from the sale of K*TEC, to eliminate the net assets of K*TEC held for sale as of September 30, 2000, and to accrue estimated liabilities associated with the transaction. 2. Adjustment to eliminate the results of K*TEC for the fiscal year ended April 1, 2000. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 20, 2000 KENT ELECTRONICS CORPORATION By: /s/ Stephen J. Chapko ------------------------ Stephen J. Chapko Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----