-----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, OFMYsAzGGGfs34WYotWECUbbkm7/gEDawya3ibRhCAVtEKQWR0Mtg+Ji7Rb/wUcf YjTDpOTlM4ebxewffrVLGg== 0000950129-01-500595.txt : 20010514 0000950129-01-500595.hdr.sgml : 20010514 ACCESSION NUMBER: 0000950129-01-500595 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010511 ITEM INFORMATION: FILED AS OF DATE: 20010511 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 SEC ACT: SEC FILE NUMBER: 001-09520 FILM NUMBER: 1630149 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 1 h87151e8-k.txt KENT ELECTRONICS CORPORATION - 5/11/01 1 - -------------------------------------------------------------------------------- UNITED STATES 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) MAY 11, 2001 KENT ELECTRONICS CORPORATION Exact Name of Registrant as Specified in its Charter TEXAS 74-1763541 State of Incorporation or 0-14643 I.R.S. Employer Organization Commission File Number 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 - -------------------------------------------------------------------------------- 2 INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS. On May 11, 2001, Kent Electronics Corporation ("Kent") reported the following financial results for the fourth quarter and fiscal year ended March 31, 2001. FOURTH QUARTER RESULTS Net sales for the fourth quarter grew to $248.6 million, a 4% sequential increase over the prior quarter, and 13% above the $220.8 million reported in the comparable quarter in fiscal 2000. Gross profit for the quarter was $47.6 million, a 5% sequential decrease from the prior quarter and a slight increase over the $46.9 million reported in the fourth quarter last year. Gross margin declined to 19.1% from 20.9% in the prior quarter and 21.3% in the comparable year-ago period. Operating expenses were $34.7 million compared to $36.0 million in the third quarter this year and $35.4 million in the fourth quarter last year. As a percentage of sales, operating expenses improved to 13.9% compared to 15.0% in the prior quarter and 16.0% in the same quarter of fiscal 2000. Operating profit grew to $12.9 million, an 8% decrease from the $14.0 million reported in the third quarter this year, and 12% above the $11.5 million reported in the fourth quarter last year. Earnings from continuing operations for the fourth quarter decreased 7% to $9.1 million compared to the $9.7 million reported in the third quarter. Earnings per diluted share, from continuing operations, were $0.31, decreasing 6% from the $0.33 reported in the third quarter of this year. Earnings from continuing operations in the fourth quarter of fiscal 2000 were $6.0 million, or $0.20 per diluted share. FULL YEAR RESULTS Net sales for the fiscal year ended March 31, 2001 grew 27% to $942.4 million from $742.8 million in fiscal 2000. Gross profit was $191.8 million compared to $156.3 million last year. Gross margin declined to 20.3% compared to 21.0% in fiscal 2000. Operating expenses increased to $141.1 million compared to $122.3 million last year. As a percentage of sales, however, operating expenses declined to 15.0% compared to 16.5% in fiscal 2000. Operating profit for the year reached $50.7 million compared to $34.0 million in fiscal 2000. Earnings from continuing operations were $31.5 million, or $1.07 per diluted share. Earnings from continuing operations for fiscal 2000 were $17.4 million, or $0.60 per diluted share. Kent Electronics is among the largest publicly traded specialty electronics distributors and network integrators. On March 21, 2001, Kent entered into a stock-for-stock merger agreement with Avnet, Inc. pursuant to which Kent would be merged into Avnet. The merger has been approved by the boards of directors of both companies and is subject to the approval of the shareholders of both companies. The transaction is expected to be accounted for as a pooling-of-interests and to be completed within the next 30 days. 3 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS* (IN THOUSANDS, EXCEPT PER SHARE DATA)
Fourth Quarter Fiscal Year -------------------------------- -------------------------------- March 31, 2001 April 1, 2000 March 31, 2001 April 1, 2000 (Unaudited) (Unaudited) -------------- ------------- -------------- ------------- Net sales $ 248,596 $ 220,836 $ 942,364 $ 742,837 Cost of sales 201,028 173,895 750,613 586,538 --------- --------- --------- --------- Gross profit 47,568 46,941 191,751 156,299 Selling, general and administrative expenses 34,673 35,400 141,100 122,293 --------- --------- --------- --------- Operating profit 12,895 11,541 50,651 34,006 Other income (expense) Interest expense (2,633) (2,743) (10,693) (10,470) Other - net 4,488 1,193 12,120 5,579 --------- --------- --------- --------- Earnings from continuing operations before income taxes 14,750 9,991 52,078 29,115 Income taxes 5,694 4,012 20,624 11,692 --------- --------- --------- --------- Earnings from continuing operations 9,056 5,979 31,454 17,423 Discontinued operations Earnings from discontinued operations, net of income taxes** -- 1,451 5,317 828 Gain on disposal of discontinued opera- tions, net of income taxes of $12,000 -- -- 18,000 -- --------- --------- --------- --------- Net earnings $ 9,056 $ 7,430 $ 54,771 $ 18,251 ========= ========= ========= ========= Basic earnings per common share: Earnings from continuing operations $ 0.31 $ 0.21 $ 1.10 $ 0.62 ========= ========= ========= ========= Net earnings $ 0.31 $ 0.26 $ 1.92 $ 0.65 ========= ========= ========= ========= Diluted earnings per common share: Earnings from continuing operations $ 0.31 $ 0.20 $ 1.07 $ 0.60 ========= ========= ========= ========= Net earnings $ 0.31 $ 0.25 $ 1.86 $ 0.63 ========= ========= ========= ========= Weighted average shares: Basic 28,632 28,225 28,527 28,062 ========= ========= ========= ========= Diluted 29,171 29,513 29,389 28,888 ========= ========= ========= =========
* On October 10, 2000, the Company sold K*TEC Electronics Corporation, its contract manufacturing operation. The operations of K*TEC are reflected as discontinued operations. Amounts prior to the second quarter of fiscal 2001 include the operating results of the Company's wire and cable redistribution assets, which were sold on May 23, 2000. The sale of the redistribution assets, in accordance with U.S. generally accepted accounting principles, was not accounted for as a discontinued operation. ** Earnings from discontinued operations is presented net of income taxes of $3,544 for the fiscal year ending March 31, 2001, and $787 and $100 for the quarter and fiscal year ending April 1, 2000, respectively. 4 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS* (IN THOUSANDS)
March 31, April 1, 2001 2000 --------- --------- ASSETS CURRENT ASSETS Cash and cash equivalents (including temporary investments of $248,942 in 2001 and $105,164 in 2000) $ 252,022 $ 101,052 Accounts receivable, net 219,951 149,161 Notes receivable 12,810 -- Inventories Materials and purchased products 117,195 124,939 Work in process 6,947 1,002 --------- --------- 124,142 125,941 Net assets of discontinued operations -- 143,795 Other 8,485 12,594 --------- --------- Total current assets 617,410 532,543 PROPERTY AND EQUIPMENT Land 4,990 4,990 Buildings 21,832 19,627 Equipment, furniture and fixtures 61,707 58,808 Leasehold improvements 1,168 1,541 --------- --------- 89,697 84,966 Less accumulated depreciation and amortization (32,042) (29,209) --------- --------- 57,655 55,757 OTHER ASSETS 13,170 10,429 COST IN EXCESS OF NET ASSETS ACQUIRED, Less accumulated amortization of $7,661 in 2001 and $5,176 in 2000 99,791 103,164 --------- --------- Total assets $ 788,026 $ 701,893 ========= =========
5 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS* - CONTINUED (IN THOUSANDS, EXCEPT SHARE DATA)
March 31, April 1, 2001 2000 --------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 91,746 $ 82,782 Accrued compensation 27,717 23,877 Other accrued liabilities 23,572 16,202 Income taxes 10,729 589 Current maturities of long-term debt 4,000 4,000 --------- --------- Total current liabilities 157,764 127,450 LONG-TERM DEBT, less current maturities 208,000 212,000 DEFERRED INCOME TAXES 8,153 11,824 LONG-TERM LIABILITIES 7,501 5,887 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; 28,682,204 shares issued and 28,637,204 shares outstanding in 2001 and 28,375,032 shares issued and 28,325,032 shares outstanding in 2000 74,918 68,579 Additional paid-in capital 118,519 117,797 Retained earnings 214,104 159,333 --------- --------- 407,541 345,709 Less common stock in treasury - at cost, 45,000 shares in 2001 and 50,000 shares in 2000 (933) (977) --------- --------- 406,608 344,732 --------- --------- Total liabilities and stockholders' equity $ 788,026 $ 701,893 ========= =========
* On October 10, 2000, the Company sold K*TEC Electronics Corporation, its contract manufacturing operation. The net assets of K*TEC are reflected as discontinued operations as of April 1, 2000. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits. Not applicable. 6 SIGNATURE 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: May 11, 2001 KENT ELECTRONICS CORPORATION By: /s/ Stephen J. Chapko ------------------------------------------ Stephen J. Chapko Executive Vice President, Chief Financial Officer, Secretary and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----