-----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, Vo98KrlAioHb9exrR/KlubST2Z7L65VTs1yFFogUtutRyIbLeTHUptio7O4gPyiw vAwVv7ofkzEwfdR4wY1/1g== 0000899243-99-002281.txt : 19991115 0000899243-99-002281.hdr.sgml : 19991115 ACCESSION NUMBER: 0000899243-99-002281 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991002 FILED AS OF DATE: 19991112 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: 10-Q SEC ACT: SEC FILE NUMBER: 001-09520 FILM NUMBER: 99747751 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 10-Q 1 FOR THE QUARTER ENDING 10/02/1999 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 2, 1999 ----------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________________ to ____________________ Commission file number 0-14643 --------- KENT ELECTRONICS CORPORATION ------------------------------------------------------------------------ Exact name of registrant as specified in its charter) Texas 74-1763541 - ----------------------------------------------------- ------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1111 Gillingham Lane, Sugar Land, Texas 77478 ----------------------------------------------------- ------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (281) 243-4000 ---------------- Not applicable - ------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report. 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. At November 9, 1999, 28,072,229 shares of common stock, no par value, were outstanding. KENT ELECTRONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands)
October 2, April 3, 1999 1999 -------- -------- (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents (including temporary investments of $93,189 at October 2 and $206,919 at April 3)............................ $103,735 $207,942 Accounts receivable, less allowance of $1,106 at October 2 and $991 at April 3................ 149,625 103,364 Inventories Materials and purchased products................ 168,287 118,535 Work in process................................. 4,347 6,349 -------- -------- 172,634 124,884 Other............................................. 13,285 17,549 -------- -------- Total current assets.......................... 439,279 453,739 PROPERTY AND EQUIPMENT Land.............................................. 8,168 8,168 Buildings......................................... 44,045 43,817 Equipment, furniture and fixtures................. 129,219 124,194 Leasehold improvements............................ 2,867 2,681 -------- -------- 184,299 178,860 Less accumulated depreciation and amortization. (58,629) (50,496) -------- -------- 125,670 128,364 OTHER ASSETS........................................... 6,827 7,095 COST IN EXCESS OF NET ASSETS ACQUIRED, less accumulated amortization of $3,986 at October 2 and $3,320 at April 3................... 88,884 15,443 -------- -------- $660,660 $604,641 ======== ========
The accompanying notes are an integral part of these statements. Page 2 of 15 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data)
October 2, April 3, 1999 1999 -------- -------- (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable................................ $ 86,520 $ 47,149 Accrued compensation............................ 15,452 13,862 Other accrued liabilities....................... 16,327 6,950 -------- -------- Total current liabilities................... 118,299 67,961 LONG-TERM DEBT, less current maturities.............. 207,000 207,000 DEFERRED INCOME TAXES................................ 8,023 8,511 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; 28,054,129 shares issued and 28,004,129 shares outstanding at October 2 and 28,013,375 shares issued and 27,963,375 shares outstanding at April 3...... 63,986 63,553 Additional paid-in capital...................... 117,654 117,511 Retained earnings............................... 146,675 141,082 -------- -------- 328,315 322,146 Less common stock in treasury - at cost, 50,000 shares................................. (977) (977) -------- -------- 327,338 321,169 -------- -------- $660,660 $604,641 ======== ========
The accompanying notes are an integral part of these statements. Page 3 of 15 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited - In thousands, except per share data)
Thirteen Weeks Ended Twenty-Six Weeks Ended ------------------------------------- ---------------------------- October 2, September 26, October 2, September 26, 1999 1998 1999 1998 --------------------- -------------- ----------- -------------- Net sales....................................... $236,073 $147,500 $441,249 $304,557 Cost of sales................................... 196,363 128,149 369,509 254,118 -------- -------- -------- -------- Gross profit............................... 39,710 19,351 71,740 50,439 Selling, general and administrative expenses.... 32,423 25,374 60,514 50,005 -------- -------- -------- -------- Operating profit (loss).................... 7,287 (6,023) 11,226 434 Other income (expense) Interest expense........................... (2,575) (2,574) (5,153) (5,148) Other - net................................ 1,354 2,803 3,136 5,678 -------- -------- -------- -------- Earnings (loss) before income taxes...... 6,066 (5,794) 9,209 964 Income taxes.................................... 2,382 (2,273) 3,616 377 -------- -------- -------- -------- NET EARNINGS (LOSS)...................... $ 3,684 $ (3,521) $ 5,593 $ 587 ======== ======== ======== ======== Earnings (loss) per share: Basic.................................. $.13 $(.13) $.20 $.02 ======== ======== ======== ======== Diluted................................ $.13 $(.13) $.20 $.02 ======== ======== ======== ======== Weighted average shares: Basic.................................. 27,993 27,603 27,984 27,408 ======== ======== ======== ======== Diluted................................ 28,740 27,603 28,534 27,932 ======== ======== ======== ========
The accompanying notes are an integral part of these statements. Page 4 of 15 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
Twenty-Six Weeks Ended ---------------------------- October 2, September 26, 1999 1998 -------- ------- (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net earnings..................................... $ 5,593 $ 587 Adjustments to reconcile net earnings to net cash (used) provided by operating activities Depreciation and amortization.................. 8,813 7,029 Provision for losses on accounts receivable. 115 58 Loss (gain) on disposal of property and equipment................................. 9 (261) Stock option expense........................... 143 161 Loss on sale of trading securities............. --- 327 Net sales of trading securities................ --- 29,619 Change in assets and liabilities, net of effects from business acquisitions Accounts receivable........................... (24,433) (2,646) Inventories................................... (25,949) (2,571) Other current assets.......................... 3,295 (6,736) Other assets.................................. 343 (1,011) Accounts payable.............................. 17,102 (1,427) Accrued compensation.......................... 1,125 (2,529) Other accrued liabilities..................... 2,034 407 Income taxes.................................. --- (2,946) Deferred income taxes......................... 50 50 Long-term liabilities........................ --- 477 -------- ------- Total adjustments........................... (17,353) 18,001 -------- ------- Net cash (used) provided by operating activities....................... (11,760) 18,588
(Continued) Page 5 of 15 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
Twenty-Six Weeks Ended --------------------------- October 2, September 26, 1999 1998 --------- -------- (Unaudited) CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures............................... $ (4,625) $ (9,428) Business acquisitions.............................. (64,000) --- Proceeds from sale of property and equipment....... --- 896 --------- -------- Net cash used by investing activities............ (68,625) (8,532) CASH FLOWS FROM FINANCING ACTIVITIES Payment on long-term debt of acquired businesses (24,255) --- Issuance of common stock........................... 352 3,076 Tax effect of common stock issued upon exercise of employee stock options......................... 81 5,338 --------- -------- Net cash (used) provided by financing activities...................................... (23,822) 8,414 --------- -------- NET (DECREASE) INCREASE IN CASH...................... (104,207) 18,470 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD..... 207,942 179,907 --------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD........... $ 103,735 $198,377 ========= ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid (received) during the period for: Interest.......................................... $ 4,658 $ 4,658 Income taxes...................................... (916) 5,226
The accompanying notes are an integral part of these statements. Page 6 of 15 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Accounting Policies The consolidated balance sheet as of October 2, 1999, and the consolidated statements of earnings and cash flows for the thirteen and twenty-six week periods ended October 2, 1999 and September 26, 1998, have been prepared by the Company without audit. In the opinion of management, the financial statements include all adjustments necessary for a fair presentation. All adjustments made were of a normal recurring nature. Interim results are not necessarily indications of results for a full year. For further financial information, refer to the audited financial statements of the Company and notes thereto for the fiscal year ended April 3, 1999, included in the Company's Form 10-K for that period. Business Acquisitions On April 5, 1999, the Company acquired all the outstanding common stock of SabreData, Inc. ("SabreData") for a cash purchase price of $31.0 million plus the assumption of approximately $2.2 million of interest bearing obligations which were subsequently retired. SabreData is a Texas based network integrator with sales of approximately $37.0 million for the year ended December 31, 1998. On June 3, 1999, the Company acquired certain assets and assumed certain liabilities of Advacom, Inc. ("Advacom") for a cash purchase price of $33.0 million plus the assumption of approximately $21.8 million of interest bearing obligations which were retired on the day of closing. Advacom is a Pennsylvania based distributor of electronic connectors, passive and electromechanical components which generated approximately $112.0 million in revenue for the year ended December 31, 1998. On November 1, 1999, subsequent to the close of the quarter, the Company acquired all the outstanding common stock of Orange Coast Datacomm, Inc., Orange Coast Cabling, Inc. and Go Telecomm, Inc., collectively known as the Orange Coast Companies ("Orange Coast") for an aggregate purchase price of $19.0 million, which includes the issuance of an unsecured promissory note in the amount of $9.0 million. Orange Coast, which reported sales of approximately $19.0 million for Page 7 of 15 the year ended December 31, 1998, provides comprehensive end-to-end voice and data network solutions to major corporations from offices in Irvine and Santa Clara, California. Earnings Per Share Basic earnings per common share is computed using the weighted average number of shares outstanding. Diluted earnings per common share is computed using the weighted average number of shares outstanding adjusted for the incremental shares attributed to outstanding options to purchase common stock. Incremental shares of 0.7 million and 0.5 million were used in the calculation of diluted earnings per common share for the thirteen and twenty-six week periods ended October 2, 1999, respectively. Incremental shares were not used in the calculation of diluted earnings per common share for the thirteen weeks ended September 26, 1998 since the effect of their inclusion would be antidilutive. For the twenty-six week period ended September 26, 1998, incremental shares of 0.5 million were used in the calculation. The calculation of earnings per share does not include approximately 4.2 million shares issuable upon conversion of the 4 1/2% Convertible Subordinated Notes due 2004 because inclusion of such shares would be antidilutive. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Net sales for the thirteen and twenty-six week periods ended October 2, 1999 increased $88.6 million, or 60.0%, and $136.7 million, or 44.9%, compared to the same periods a year ago. Distribution and network integration sales increased 61.3% and 44.8% from the prior year thirteen and twenty-six week periods, respectively, primarily as a result the SabreData and Advacom acquisitions, an improved demand for networking products and services, and a strengthening market for passive components. Contract manufacturing revenues increased 56.8% and 45.2% from the prior year thirteen and twenty-six week periods, respectively, primarily as a result of sales of the division's expanded manufacturing services to customers in the network systems and telecommunications industries and as a result of increased sales to the semiconductor capital equipment industry. Page 8 of 15 Gross profit increased $20.4 million, or 105.2%, for the thirteen weeks and $21.3 million, or 42.2%, for the twenty-six weeks compared to the corresponding periods a year ago primarily due to increased sales. For the thirteen week period, gross profit as a percentage of sales increased to 16.8% from 13.1% in the same period last year and up from the 15.6% reported in the quarter ending July 3, 1999. The increase in the gross profit percentage for the thirteen week period resulted from improved plant utilization in the Company's contract manufacturing business and the impact of the acquisitions of SabreData and Advacom. For the twenty-six week period, the gross profit percentage was 16.3%, slightly lower than the 16.6% reported in the comparable period of the previous year primarily due to product mix changes. Selling, general and administrative ("SG&A") expenses increased $7.0 million, or 27.8%, and $10.5 million, or 21.0% for the thirteen and twenty-six week periods, respectively. The increase in SG&A expenses was primarily due to the acquisitions of SabreData and Advacom and the expenses necessary to support the Company's existing operations. The Company continues to focus on cost containment and expense reduction initiatives across the Company. As a percentage of sales, SG&A expenses decreased to 13.7% in both the thirteen and twenty-six week periods from 17.2% in the thirteen week period and 16.4% in the twenty-six week period a year ago. Interest expense consists of interest on the 4 1/2% Convertible Subordinated Notes due 2004. Other-net consists principally of interest and dividend income generated by cash and cash equivalents. The decrease in interest and dividend income for the thirteen and twenty-six week periods compared to the corresponding periods a year ago was primarily due to lower cash balances resulting from the acquisitions of SabreData and Advacom during the first quarter of fiscal 2000. The Company reported net earnings of $3.7 million for the thirteen week period compared to a net loss of $3.5 million in the corresponding period a year ago. For the twenty-six week period, net earnings were $5.6 million compared to $0.6 million last year. The increase in net earnings for both periods was primarily the result of increased gross profit partially offset by an increase in SG&A expenses. Page 9 of 15 Liquidity and Capital Resources Working capital at October 2, 1999 was $321.0 million, a decrease of $64.8 million, or 16.8%, since April 3, 1999. The decrease was primarily the result of the cash expended for the purchase of SabreData and Advacom during the first quarter of fiscal 2000. Included in the Company's working capital at October 2, 1999 are investments of $93.2 million, a decrease of $113.7 million since April 3, 1999. The Company's investment strategy is low-risk and short-term, keeping the funds readily available to meet capital requirements as they arise in the normal course of business. At October 2, 1999, funds were invested in institutional money market funds, which are compatible with the Company's stated investment strategy. The Company intends to apply its capital resources to expand its business by establishing or acquiring similar distribution and manufacturing operations in geographic areas that are attractive to the Company. In addition to the capital required to purchase existing businesses or to fund start-up operations, the expansion of the Company's operations at both new and existing locations will require greater levels of capital to finance the purchase of additional equipment, increased levels of inventory and greater accounts receivable. The Company believes that current resources including funds generated from operations should be sufficient to meet its current capital requirements. Year 2000 Statement The Year 2000 Issue results from computer hardware and software systems that were not designed to distinguish between centuries and may not accommodate some or all dates beyond the year 1999. Therefore, some computer hardware and software systems will need to be modified prior to the year 2000 in order to remain functional. The Company has completed a comprehensive inventory of its critical systems, equipment and facilities. The Company's business Information Technology (IT) systems include business applications, computing hardware and software and related networking equipment and software. Non-IT systems are primarily embedded technology such as microcontrollers, used in the Company's facilities and the manufacture or distribution of its products. As part of its systems inventory process, the Company categorized each of its IT and non-IT systems as critical, Page 10 of 15 medium, or low priority, based upon the potential impact to the Company of the failure of such a system to be ready for the year 2000. As a result of the Company's strategic migration to new application systems that began in 1995, substantially all of the Company's IT systems use hardware and software platforms that the vendors have represented to be Year 2000 compliant. The Company has resolved most Year 2000 Issues with the IT systems of SabreData and Advacom through integration with the Company's systems. The failure of any remaining systems of SabreData and Advacom not integrated into the Company's systems that are not Year 2000 ready have not been determined to be critical and any such failure is not likely to have a material effect on the Company's financial condition, business activities or results of operations. The Company expects the systems of Orange Coast to be compliant or replaced by the end of calendar 1999. In addition, vendors have represented that the majority of the Company's non-IT systems are Year 2000 compliant. Nonetheless, for hardware or software which the Company had categorized as being critical and medium, the Company conducted testing to verify the vendors' representations. Testing of the Company's IT and non-IT systems that the Company categorized as critical and medium is complete. Many low priority systems will not be tested as their failure would not be expected to have a material impact on the Company. The Company estimates that the costs to be incurred in calendar 1999 and 2000 associated with assessing, remediating and testing its IT and non-IT systems will not exceed $0.5 million. This estimate assumes that the Company will not incur significant Year 2000 related costs on behalf of its suppliers, customers or third parties. It is possible that the Company may need to reassess its estimate of Year 2000 costs in the event the Company completes an acquisition of, or makes a material investment in, substantial facilities or another business entity. One component of the Company's Year 2000 program is to monitor the Year 2000 readiness efforts of suppliers, service providers and other entities with which the Company has a business relationship. These assessments of third parties are nearing completion. Although the Company does not expect the costs of its Year 2000 project to have a material adverse effect on its financial position, results of operations or cash flows, because the Company is relying, in large measure, on statements made by such third parties in order to prepare its assessment of third parties and its estimates of costs, the lack of responsiveness or accuracy in such third-party statements could materially affect the assessments and the costs of the Company's Year 2000 project. As a result, the Company cannot predict the Page 11 of 15 potential consequences if third parties or their products are not Year 2000 compliant. While the Company believes its efforts to address the Year 2000 Issues will be successful in avoiding any material adverse effect on the Company's operations or financial condition, the most reasonably likely worst case Year 2000 scenario would be the failure of a group of third-party suppliers to be Year 2000 ready, causing the Company to be unable to fully maintain, manufacture and distribute its products and services for some indeterminate period of time. The Company relies on third-party suppliers of products that the Company distributes and on third-party suppliers of transportation services, including express delivery services. If there were a widespread failure in the ability of suppliers to ship products or of transportation enterprises to be able to provide services, it would likely cause temporary financial losses and an inability of the Company to provide products and services to its customers. Furthermore, some of the products distributed by the Company are available only from a single source (due to product branding) or from a limited group of suppliers (due to technical specifications). Consequently, the failure of such suppliers to be fully prepared for the Year 2000 advent could disrupt the Company's ability to timely meet customer orders. Throughout calendar 1999 and the early part of the year 2000, the Company will continue to assess its Year 2000 Issues related to its physical plant and equipment, products, suppliers, and customers. As a part of that assessment, the Company is engaged in a contingency planning process integral to its Year 2000 program. The contingency planning phase consists of developing a risk profile of the Company's critical business processes, and then establishing a plan of action that the Company may pursue to keep such processes operational in the event that either the Company or critical third parties suffer Year 2000 disruptions. The Company will continue to monitor the efforts of third parties and public infrastructure to prepare for the Year 2000, and may modify and adjust its contingency plan throughout the year as additional information becomes available. In certain cases, especially the failure of national infrastructure, there may be no practical alternative course of action available to the Company. The above disclosure is a "Year 2000 Readiness Disclosure" made with the intention to comply fully with the Year 2000 Information and Readiness Disclosure Act of 1998, Pub. L. No. 105-271, 112 Stat. 2386, signed into law October 19, 1998. All statements made herein shall be construed within the confines of that Act. To the Page 12 of 15 extent that any reader of the above Year 2000 Readiness Disclosure is other than an investor or potential investor in the Company's -- or any affiliate's -- equity or debt securities, this disclosure is made for the sole purpose of communicating or disclosing information aimed at correcting, helping to correct and/or avoid Year 2000 failures. Risks Relating to Forward-Looking Statements The Company is including the following cautionary statements to secure the protection of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for all forward-looking statements made by the Company in this Quarterly Report on Form 10-Q. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or trends, and may contain the words "expect," "should," "will" or words or phrases of similar meaning. In addition, the forward-looking statements speak only of the Company's view as of the date the statement was made, and the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof. Forward-looking statements involve risks and uncertainties which could cause actual results, performance or trends to differ materially from those expressed in the forward-looking statements. The Company believes that all forward- looking statements made by it have a reasonable basis, but there can be no assurance that management's expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. Factors that could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to, the factors discussed in the Company's Annual Report on Form 10-K for the fiscal year ended April 3, 1999. Quantitative and Qualitative Disclosures About Market Risk In the normal course of business, the Company could be exposed to market risk from changes in interest rates. The Company continually monitors exposure to market risk and, when appropriate, develops strategies to manage this risk. Management does not use derivative financial instruments for trading or to speculate on changes in interest rates. Currently, the Company's interest rate risk, if any, relates to its 4 1/2% Convertible Subordinated Notes Due 2004. Page 13 of 15 PART II - OTHER INFORMATION Items 1, 2, 3, 4 and 5 are not applicable and have been omitted. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: 4 - Rights Agreement between the Company and ChaseMellon Shareholder Services, L.L.C. dated October 21, 1999, which includes as Exhibit A the Amended and Restated Certificate of Designation, Preferences and Rights of Series A Preferred Stock, as Exhibit B the form of Rights Certificate and as Exhibit C the Summary of Rights to Purchase Preferred Stock. Incorporated by reference to Exhibit 1 to the Company's Form 8-A filed with the Securities and Exchange Commission on November 5, 1999. 11 - Computation of Earnings Per Share. 27 - Financial Data Schedule. (b) Reports on Form 8-K: On November 8, 1999, the Company filed with the Securities and Exchange Commission a report on Form 8-K, relating to the Rights Agreement between the Company and ChaseMellon Shareholders Services, L.L.C. dated October 21, 1999, pursuant to which one preferred stock purchase right was created for each outstanding share of Company common stock. No financial statements were filed in relation to this 8-K. Page 14 of 15 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 thereunto duly authorized. KENT ELECTRONICS CORPORATION -------------------------------------- (Registrant) Date: November 12, 1999 By: /s/ Morrie K. Abramson ----------------- ---------------------------------- Morrie K. Abramson Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) Date: November 12, 1999 By: /s/ Stephen J. Chapko ----------------- ----------------------------------- Stephen J. Chapko Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer) Date: November 12, 1999 By: /s/ David D. Johnson ----------------- ---------------------------------- David D. Johnson Vice President, Corporate Controller (Principal Accounting Officer) Page 15 of 15 EX-11 2 COMPUTATION OF EARNINGS PER SHARE KENT ELECTRONICS CORPORATION AND SUBSIDIARIES COMPUTATION OF EARNINGS PER SHARE EXHIBIT 11 (In thousands, except per share data)
For the Thirteen Weeks Ended For the Thirteen Weeks Ended October 2, 1999 September 26, 1998 --------------------------------- ---------------------------------- Per-Share Earnings Per-Share Earnings Shares Amount (Loss) Shares Amount ---------- -------- --------- --------- ------ ----------- BASIC EARNINGS PER SHARE Net earnings (loss) $3,684 27,993 $0.13 $(3,521) 27,603 $(0.13) ========= ========= EFFECT OF DILUTIVE SECURITIES Excess of shares issuable upon exercise of stock options over shares deemed retired utilizing the treasury stock method - 747 - - ------ -------- -------- ------ DILUTED EARNINGS PER SHARE Net earnings (loss) plus assumed conversions $3,684 28,740 $0.13 $(3,521) 27,603 $(0.13) ====== ======== ========= ======== ====== =========
For the Twenty-Six Weeks Ended For the Twenty-Six Weeks Ended October 2, 1999 September 26, 1998 --------------------------------- ---------------------------------- Per-Share Per-Share Earnings Shares Amount Earnings Shares Amount ---------- -------- --------- --------- ------ ----------- BASIC EARNINGS PER SHARE Net earnings $5,593 27,984 $0.20 $587 27,408 $0.02 ===== ===== EFFECT OF DILUTIVE SECURITIES Excess of shares issuable upon exercise of stock options over shares deemed retired utilizing the treasury stock method - 550 - 524 ------ ------ -------- ------ DILUTED EARNINGS PER SHARE Net earnings plus assumed conversions $5,593 28,534 $0.20 $587 27,932 $0.02 ====== ====== ===== ======== ====== =====
EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 6-MOS APR-01-2000 OCT-02-1999 103,735 0 150,731 1,106 172,634 439,279 184,299 58,629 660,660 118,299 207,000 0 0 63,009 264,329 660,660 441,249 441,249 369,509 369,509 0 115 5,153 9,209 3,616 5,593 0 0 0 5,593 0.20 0.20
-----END PRIVACY-ENHANCED MESSAGE-----